· 1 Annual Report 2014-15 Board of Directors 1. Mr. Tarique Ansari 2. Mr. Narayan Varma 3. Mr....

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Annual Report 2014-15

Board of Directors

1. Mr. Tarique Ansari

2. Mr. Narayan Varma

3. Mr. Adille Sumariwalla

4. Mr. Dilip Cherian

5. Mr. Rajbir Singh Bhandal

6. Mr. I. Venkat

7. Mrs. Monisha Shah

Company Secretary and Compliance officer

Mr. Manoj Gujaran

(Resign w.e.f 29th April, 2015)

Mr. Mandar Godbole

(Appointed w.e.f 1st June, 2015)

Auditors

M/s. Haribhakti & Co. LLP

Chief Financial Officer

Mr. Ismail Dabhoya

Corporate Information

Corporate Information

Registered Office156, D.J Dadajee Road,

Behind Everest Building,

Tardeo,

Mumbai-400 034.

BankersBank of Baroda

Tardeo Branch,

Mumbai - 400 034.

Registrar & Transfer AgentLinkIntime India Private Limited

C-13, Pannalal Silk Mill Compund,

L.B.S. Marg, Bhandup-West,

Mumbai - 400 078.

Tel No. +91 22 2596 3838

Corporate Information 1

Chairman’s Note 2

Management Discussion and Analysis 4

Directors Report with Annexures 9

Corporate Governance and Shareholders Information 26

Independent Auditors Report of Next Mediaworks Limited with Annexures 43

Audited Financials Statement of the Company 48

Independent Auditor’s Report on Consolidated Financial Statements 66

Consolidated Financial Statement of the Company 70

Details of Subsidiary Companies

Directors Report of Next Radio Limited 92

Independent Auditors Report of Next Radio Limited 105

Audited Financial Statements of Next Radio Limited 110

Notice with Annexures 130

34th Annual General Meetingon Thursday, 6th August, 2015

at 4.00 p.m. at Hall of Harmony, Nehru Centre,

Dr. Annie Besant Road, Worli, Mumbai-400 018

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Dear Shareholders,

It gives me great pleasure in welcoming you all to the 34th Annual General Meeting of our

Company. As we come to the close of another financial year, it’s time to take stock of what

we have achieved and then look at the roadmap we have drawn for the future.

MACRO-ECONOMIC ENVIRONMENT:

The Indian economy witnessed growth of around 5.8% in the financial year 2014-15. However, despite the growth,

a large amount of uncertainty still looms over the economy’s underlying growth trend. A comparison of supply-

side calculated GDP data and GDP by expenditure for the January to March period paint different pictures of the

economy’s momentum. While the economy accelerated in the final quarter of the fiscal year according to GDP by

expenditure data, Gross Value Added (GVA) estimates show that the economy lost steam. More recent data suggest

that the country may have started to gain momentum at the start of fiscal year 2015/2016. Industrial production

accelerated in April and the manufacturing PMI improved in May, however, the services PMI fell into contractionary

territory in the same month.

2014-15 – AN OVERVIEW:

FICCI – KPMG Indian Media & Entertainment Industry Report 2015:

The radio industry outperformed all other traditional media segments by registering a growth of 17.6% in the

financial year 2014 over F.Y. 2013. There has been a tendency to shift focus from nationwide pure brand-building

to more tactical, local, focused promotional targeting. This has played in radio’s favour as it enables local reach

to advertisers increasingly looking to target specific audiences and at affordable pricing. The Board believes that

though radio as a medium, is well penetrated in the metros and non-metro cities in India, the share of radio

advertising is projected to be upwards of 4% of the total advertising revenues. The share of radio advertising is

expected to improve, giving a boost to the radio revenues.

FINANCIAL PERFORMANCE:

On a Consolidated basis

On a consolidated basis, your Company earned revenues of ` 6,723.44 Lacs (Previous Year: ` 5,896.56 Lakhs). The

revenues from operations registered a growth of 11% as compared to the previous year and stood at ̀ 6,542.88 lakhs

as against ` 5,896.56 lakhs in the previous year. The past year also saw a significant turnaround in the Company’s

operations in terms of profits when it registered profit (after tax) of ` 201.81 lakhs against the loss of ` 99.14 Lacs

during the previous year.

Financial performance of the Company’s subsidiary:

As you all are aware, your Company operates through its subsidiary Next Radio Limited (“NRL”). During the year

2014-15, NRL earned revenues of ` 6,723.44 lakhs (Previous Year: ` 5,896.56 lakhs). The revenues from operations

increased by 11% and stood at ̀ 6542.88 lakhs (Previous Year: ̀ 5896.56 lakhs). In terms of profit, it was a ‘continued

CHAIRMAN’S NOTE

Next Mediaworks Limited (formerly known as Mid-Day Multimedia Limited)

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Chairman’s Note

excellent performance’ for NRL. It registered profit (after tax) of ` 673.96 lakhs against the profit of ` 253.88 lakhs

for the previous year.

GOING FORWARD:

The year 2014-15 was an important year for the Radio Industry as the Ministry of Information & Broadcasting (“MIB”)

started proceedings on the much delayed and highly anticipated Phase III auctions. Although the final auctions

would be due in the latter half of 2015, the MIB has given its approval for the partial auctions for 135 channels in

69 cities. The broadcasting industry believes that Phase III could herald a new era in the industry. The MIB has also

resolved issues revolving around the aspect of the migration for existing operators from Phase II to Phase III, which

positively impacts our Company.

Phase III offers exciting opportunities for existing players to expand in new cities as well as in the existing cities. With

an increase in the scale of activities across the country, the operators have positive outlook for the market.

ACKNOWLEDGEMENT:

I would like to end my address by thanking various Government bodies, banks, financial institutions and vendors for

their support and our Board members for their guidance.

I would also like to express my gratitude to our shareholders, employees and our listeners for their continued

support and encouragement at an important phase of our journey. With your support we will continue to contribute

towards addressing the increasing needs of all our stakeholders

Thank you,

Tarique Ansari

Chairman & Managing Director

(DIN: 00101820)

Place: Mumbai

Date : 29th April 2015

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You are holding in your hands the Annual Report of Next Mediaworks Limited.

This management discussion concerns the performance of Next Mediaworks Limited, consolidated with Next

Radio Limited, which is the substantive part of our business. Through this analysis, we have attempted to provide

shareholders an indication of both the performance of the past year and the future growth plans of the Company.

A. MEDIA INDUSTRY STRUCTURE AND DEVELOPMENTS:

1. Indian Economy:

According to the World Bank, India’s new government has set an ambitious development agenda and

commenced the implementation of reforms to unlock investments. Favorable external environment,

particularly the sharp decline in oil and commodity prices, has helped the economy to turn the corner, and

improved the economic outlook significantly. Nevertheless, the pace of reforms will need to be stepped up to

bridge the yawning infrastructure gap, unlock private investments, make Indian firms globally competitive, and

strengthen the balance sheets of public sector banks.

The IMF released estimates predict that India’s economy will grow at 6.3 and 6.5 percent respectively over

the next two years. This puts India’s projected growth in 2016 ahead of the organization’s estimates for China

(which stand at 6.8 and 6.3 percent for 2015 and 2016, respectively), leaving India the fastest growing major

emerging economy in the world. The IMF’s projections represent a substantial increase from the actual growth

rates of the Indian economy in 2013 and 2014, when the economy grew by 5 and 5.8 percent respectively.

The IMF’s World Economic Outlook (WEO) projects global economic growth at 3.5 and 3.7 percent in 2015

and 2016 respectively.

2. General Business Environment:

The media ecosystem has many players, including content creators, physical and digital content distributors,

storage and telecom service providers, and intellectual property managers. For incumbents in all aspects of

the industry, a key question is how to optimize what you have, compete in the newer channels and shape

a business model that capitalizes on increasing demand for content across different platforms – without

compromising profitability.

As per FICCI-KPMG – Indian Media and Entertainment Industry Report 2015, 2014 has been a turning point

for the media and entertainment industry in India in many ways. With the current government’s optimistic

outlook, business sentiment has been positive and strengthened by a number of growth promoting policy

initiatives taken in recent months. A benign global economic environment and a stable government likely

prompted the Economic Survey to suggest that India has reached a sweet spot and could finally be launched

on a double digit medium-term growth trajectory. Top global institutes also seem to have an upbeat view on

India. Rating Agency S&P called India the Asia-Pacific region’s bright spot while the International Monetary

Fund revised India’s growth forecast, expecting its growth forecast, expecting its growth rate to surpass China’s

in 2016.

The India growth story extends itself across Media and Entertainment sectors. We estimate that the Indian

market is poised to grow at a CAGR of 13.9 per cent, to grow from INR1026 billion in 2014 to reach INR1964

billion by 2019,a growth rate that is almost double that of the global media and entertainment industry.

Advertising revenues in 2014 grew at a rate of 14.2 per cent over 2013, to reach INR414 billion, of which print

(43 per cent) and television (37 per cent) captured the lion’s share.

MANAGEMENT DISCUSSION AND ANALYSIS


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The radio sector saw the much awaited movement in Phase III auctions, with the government giving the go

ahead for partial auctions across 69 cities, where potentially 135 channels are up for grabs. The commencement

on Phase III provided the required fillip to the industry which hopes to revive its fortune with these new

developments.

Overall Industry size and projectionOverall

industry size CAGR (INR

billion) (For Calendar

Years)

2008 2009 2010 2011 2012 2013 2014 Growth in 2014

over

2015P 2016P 2017P 2018P 2019 CAGR (2014-2019P

TV 241.0 257.0 297.0 329.0 370.1 417.2 474.9 13.8% 543.2 631.2 739.6 854.6 975.5 15.5%

Print 172.0 175.2 192.9 208.8 224.1 243.1 263.4 8.3% 284.5 307.1 331.9 358.8 368.8 8.0%

Films 104.4 89.3 83.3 92.9 112.4 125.3 126.4 0.9% 136.3 155.6 170.7 186.3 204.0 10.0%

Radio 8.4 8.3 10.0 11.5 12.7 14.6 17.2 17.6% 19.6 22.3 27.0 32.7 39.5 18.1%

Music 7.4 7.8 8.6 9.0 10.6 9.6 9.8 2.3% 10.4 12.0 14.2 16.9 18.9 14.0%

OOH 16.1 13.7 16.5 17.8 18.2 19.3 22.0 14.0% 24.4 27.1 29.6 32.2 35.1 9.8%

Animation and VFX

17.5 20.1 23.7 31.0 35.3 39.7 44.9 13.1% 51.0 58.7 68.5 80.6 95.5 16.3%

Gaming 7.0 8.0 10.0 13.0 15.3 19.2 23.5 22.4% 27.5 31.8 35.4 40.0 45.8 14.3%

Digital Advertising 6.0 8.0 10.0 15.4 21.7 30.1 43.5 44.5% 62.5 84.0 115.3 138.2 162.5 30.2%

Total 580 587 652 728 821 918 1,026 11.7% 1159 1330 1532 1740 1964 13.9%

Source: KPMG in India analysis and industry discussions

B. Radio Industry – Future Outlook, Opportunities and Threats:

Radio had a good year with better long term prospects. The industry continues to require regulatory

interventions as there is some need of reform. FM Radio nevertheless, is now becoming an integral part of

many media plans.

1. Future Outlook - Projected size of the industry

What seemed like a year lost due to further delays in Phase III auctions, ended with a phenomenal growth

of 17.6 per cent. This growth exceeded our earlier estimate and catapulted the industry size in 2014

to INR17.2 billion. The radio industry showed one of the highest growth rates amongst other traditional

media segments, and this too, without Phase III. However, it is worth noting that significant growth came

from smaller markets in the country, as retailers and marketers adapt to the relatively new medium in

growing numbers. Growth in major metros, however, has been subdued.

2. Phase III policy of Radio Business:

2014 was an important year for the Radio Industry as the Government started proceedings on the much

delayed and highly anticipated Phase III auctions. Although the final auctions would be due in the latter

half of 2015, the Government has given its nod to the partial auctions for 135 channels in 69 cities.

Industry players believe that Phase III, which had been delayed for more than two years, could herald a

new era in the industry. The issue of migration for existing operators from Phase II to Phase III was also

resolved, with price discovery in the auctions forming the basis for migration of existing players to a new

15-year licence.

At the present time the partial auctions which were to be held by April-May’15 have been delayed and

currently the Radio operators are awaiting for Government updates on the start of the auctions.

Management Discussion & Analysis

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3. Penetration into Digital Media: In the media sector, digital media continued its rapid penetration as indicated by the stupendous 44.5

per cent growth in digital advertising in 2014 over 2013.

Media Companies are already seeing their consumers move online, adding to their regular media consumption. Worldwide experience shows that savvy media brands are able to grow their audience size by making themselves available online. The Company has started a number of initiatives which will grow our online presence and allow us to expand our audience and advertiser base through a combination of radio and digital media.

C. RISKS AND CONCERNS: 1. Macro-Economic Risk:

The primary risk facing all media companies at this time in our economic development is the prospect of slowing investment and demand in the Indian economy. This has a direct bearing on advertising spends and any perceived slowdown will directly result in a shrinking of advertising budgets and impede the growth of all media.

In addition, with increased proliferation of the digital medium through smartphones and other portable devices, terrestrial radio stations need to redefine their future path in order that this is a an opportunity and not a risk. Key challenges for FM Radio are increased penetration of digital platforms and measurability. The delay in constitution of the Copyright Board also impedes adjudication of issues related to Royalty.

2. Operational and Financial Risks: The Risk Management process established by Next Mediaworks Limited (NMW), and monitored and

reviewed by the Board of NMW periodically, which has identified several risks and risk mitigation plans which are in place. Risks are periodically reviewed and brought to Board’s attention for their intervention on any risk.

D. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE:1. Financial Performance of the Company in FY 2014-15:

During the year Next Mediaworks Ltd registered a loss before tax of ` 359.71 lakhs, as compared to a loss of ` 352.07 lakhs for the financial year 2013-14. The loss in the current financial year is due to the absence of any operating revenue to the Company. The operating cost of the Company has reduced from ` 261.03 in the financial year 2013-14 to ` 253.39 in the current financial year, a decline of 2.92%.

2. Financial Performance of the Subsidiary Company’s (FM Radio operations) in FY 2014-15:

The FM radio business, over the years, has become largely about addressing mass audiences. Those with deep pockets and large networks are currently pursuing a policy of making radioairtime sales as just another commodity. On the other hand, through our own experience we have been able to generate excellent results for our stations by following a locally differentiated strategy. This allowed us to get higher advertising revenues through ‘pull’ from the advertiser and keep our costs to the lowest in that market. Keeping this learning in front of us, we have gone about implementing strategic changes in our programming in a few of our key stations. We have started to see positive results from these initiatives.

• Building locally differentiated stations with high ‘associative value’ in each city

• Reducing operating costs significantly through a combination of a more focused programming and sales approach.

• Creation of Properties resulting in increased margins

The strategy for getting to profitability with our current stations and our approach of ‘locally differentiated



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stations with high associative value’, allows us to concentrate on staying with our original strategy of a ‘metro network’, and not try to compete with larger players in building a nationwide network.

During the FY 2014-15, Next Radio Limited (Radio One) revenues are up 10.96 %, rising to ` 6542.88 lakhs and EBIDTA has risen by 19.6% to ` 2489.71 lakhs in FY 2014-15.

Group Financial Performance for the FY 2014-15: This Group performance is in context of the performance of Next Mediaworks Limited (consolidated with

Next Radio Ltd and other subsidiaries). Next Radio Limited is the substantive part of the group financial performance. Through this note, we are providing shareholders the details on the performance of the financial year ended March 31, 2015.

(` In Lakhs)

Particulars Next Mediaworks

Ltd

Next Mediaworks

Ltd

Next Radio Ltd

Next Radio Ltd

GroupConsolidated

FY 2014-15 FY 2013-14 FY 2014-15 FY 2013-14 FY2014-15

Operating Revenue - - 6542.88 5896.56 6542.88

Other Income - - 180.56 - 180.56

Operating Costs 253.39 261.03 4233.73 3815.16 4488.26

EBITDA (253.39) (261.03) 2489.71 2081.40 2235.18

Finance Charges (Net) 100.57 90.47 191.76 366.74 292.34

Depreciation 5.75 0.57 1357.98 1228.81 1363.73

Profit / (Loss) Before Tax (359.71) (352.07) 939.97 485.85 579.11

Deferred Tax 111.30 - 266.01 231.97 377.30

Profit After Tax (471.01) (352.07) 673.96 253.88 201.81

3. Financial Cost Analysis:

Particulars FY 2014-15 (in Rs lakhs)

( % to Net Sales)

FY 2013-14 (in Rs lakhs)

( % to Net Sales)

Radio License Fees 395 6.0 419 7.1

Employee Costs 1977 30.2 1361 23.1

Operating Expenses 1241 19.0 1390 23.6

General & Administration Expenses 875 13.4 907 15.4

Interest & Finance Charges 292 4.5 457 7.8

Depreciation 1364 20.8 1229 20.8

The Operating expenses have come down from 23% to 19% to Net Sales, mainly due to the reduction in the

cost of the legal and Professional expenses of the material subsidiary of the Company. The Interest & Finance

Charges have reduced in the FY 2014-15.

E. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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The Company has a system of internal controls focusing on all processes to ensure integrity of the financial

accounting and reporting processes of the Company to ensure compliance with all legal rules and regulations.

The Company has an Audit Committee which meets once in every quarter to review internal control systems,

accounting processes, financial information, internal audit findings and other related areas including their

adequacies.

F. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/ INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED:

Your Company continues to focus strongly on attracting and retaining the best talent across various functions

in its ongoing businesses.

The compensation strategy is based on the principle of 'Pay for performance' and has been implemented

across all levels to ensure alignment of remuneration to individual performance. The said practice is followed

for all business and functional heads.

Maintaining Global Standards on the employment front and keeping pace with the ever developing technology

in the field, the company has taken several initiatives to make its workforce more efficient, well organized,

professional and skilled. These steps include building high performing teams, encouraging innovations,

inducting leadership at all levels, readying its people for higher roles, increasing the scope for the search of

young talent and improving the hiring process to raise the talent bar. As on March 31, 2015, the employee

strength (on permanent role) of Next Radio Limited (material subsidiary of your Company) was 132.

Cautionary Statement

Statements in this Report, particularly those which relate to Management Discussion and Analysis, describing the Company's objectives, projections, estimates and expectations, may constitute 'Forward Looking Statements' within the meaning of applicable laws and regulations. Your Company undertakes no obligation or liability to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise actual results, performance of achievements could differ materially from those either expressed or implied in such forward-looking statements. Readers are cautioned not to place undue reliance on these forward looking statements and read in conjunction with financial statements included herein.

Disclaimer: All the data used in the initial sections of the MD&A has been taken from publicly available resources and discrepancies, if, any, are incidental & unintentional.


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TO THE MEMBERS,Your Directors have pleasure in presenting their 34th Annual Report together with the Audited Accounts of the Company for the year ended 31st March 2015.

1. FINANCIAL PERFORMANCE: (` In Lakhs)

Particulars Standalone Consolidated

2014-15 2013-14 2014-15 2013-14

Profit before Interest, Depreciation, Taxes &

Exceptional Items

(253.39) (261.03) 2,235.18 1,819.44

Less: Interest 100.57 90.47 292.34 457.22

Depreciation 5.75 0.57 1,363.73 1,229.38

Profit / (Loss) before taxes (359.71) (352.07) 579.11 132.84

Less: Provision for Taxation 111.30 NIL 377.30 231.97

Net Profit / (Loss) after taxes (471.01) (352.07) 201.81 (99.14)

During the year under review, on a standalone basis, your Company did not generate revenue. Your Directors are exploring various business options and the same are expected to get implemented soon. On a standalone basis, your Company posted loss of ` 471.01 lakhs as against loss of ` 352.07 lakhs in the previous year.

On a consolidated basis, your Company’s revenues stood at ` 6723.44 lakhs as against ` 5896.56 lakhs in the previous year. The revenues from operations were ` 6542.88 lakhs as against ` 5896.56 lakhs in the previous year thereby registering a growth of 11%. Your Company also registered a profit (after tax) of ` 201.81 lakhs against the loss of ` 99.14 Lacs during the previous year.

2. DIVIDEND: In view of the losses incurred by the Company during the year under review, your Directors do not recommend

any dividend for the financial year ended 31st March 2015.

3. INCREASE IN THE PAID-UP & ISSUED SHARE CAPITAL: During the year under review, the Company made an allotment of 6,500,000 equity shares of ` 10/- each

at par on a preferential basis to the following promoters viz., (1) Ferrari Investments and Trading Company Private Limited (2) Meridian Holding and Leasing Company Private Limited. The said preferential issue was approved by the shareholders at the 33rd Annual General Meeting of the Company held on 8th August 2014.

Subsequent to the aforesaid allotment, the issued and paid-up share capital of the Company stands increased from ` 588,352,760 (Rupees Fifty Eight Crores Eighty Three Lacs Fifty Two Thousand Seven Hundred and Sixty Only) divided into 58,835,276 (Five Crores Eighty Eight Lacs Thirty Five Thousand Two Hundred and Seventy Six) equity shares of ` 10/- (Rupees Ten Only) each to ` 653,352,760 (Rupees Sixty Five Crores Thirty Three Lacs Fifty Two Thousand Seven Hundred and Sixty Only) divided into 65,335,276 (Six Crores Fifty Three Lacs Thirty Five Thousand Two Hundred and Seventy Six) equity shares of ` 10/- (Rupees Ten Only) each.

DIRECTORS’ REPORT

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4. FINANCE: During the year under review, your Company did not raise any capital from the capital markets either by way of

issue of equity shares /ADR/GDR / or any debt by way of debentures. The Company continued to get financial

assistance from its lenders within the overall facilities to meet the working capital requirements.

5. PARTICULARS OF LOANS, GUANARNTEES OR INVESTMENTS: Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies

Act, 2013 are given in the notes to the Financial Statements.

6. DEPOSITORY SYSTEM: The Company’s equity shares are compulsorily tradable in electronic form. As of 31st March 2015, 99.99% of

the Company’s total paid-up capital representing 65,333,311 equity shares is in dematerialized form. In view of the benefits offered by the depository system, members holding shares in physical mode are advised to avail the demat facility.

7. PUBLIC DEPOSITS: Your Company did not invite or accept deposits from public during the year under review.

8. SUBSIDIARY COMPANIES: No new subsidiary was incorporated / acquired by the Company during the year under review.

Next Radio Limited (“NRL”): NRL is into the business of broadcasting. It was among the first private players to venture into private FM

broadcasting and has established "Radio One" as the premium FM Brand in top 7 cities of the country viz. Delhi, Mumbai, Chennai, Kolkata, Bangalore, Pune, and Ahmedabad. NRL operates under frequency 94.3 MHz in all its cities except for the city of Ahmedabad where it operates under the frequency 95 MHz.

During the year under review, the revenues of NRL stood at ` 6723.44 lakhs as against ` 5896.56lakhs in the previous year. The revenues from operations increased by 11% and stood at ` 6542.88 lakhs (Previous Year: ` 5896.56 lakhs). NRL also registered profit (after tax) of ` 673.96 lakhs against the profit of ` 253.88lakhs for the previous year.

The other three (3) subsidiaries viz., (a) Next Outdoor Limited, (b) One Audio Limited and (c) Digital One Private Limited are currently not operational.

9. CONSOLIDATED FINANCIAL STATEMENTS: Your Directors have pleasure in attaching the Consolidated Financial Statements pursuant to Clause 32

of the Listing Agreement entered into with the Stock Exchanges and prepared in accordance with the Accounting Standards prescribed by the Institute of Chartered Accountants of India in this regard and forms part of the Annual Report.

10. AUDITED FINANCIAL STATEMENTS OF THE COMPANY’S SUBSIDIARIES: The audited financial statements, the Auditors Report thereon and the Board’s Report for the year ended

31st March 2015 for the Company’s subsidiary i.e. Next Radio Limited is annexed to this Report. Further a summary of the financial position of all the subsidiaries is also provided in the report.

11. REPORT ON CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS:

Report on Corporate Governance and Management Discussion and Analysis Report for the year under

Director’s Report


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review, together with a Certificate from the J. U. Poojari & Associates, Practicing Company Secretaries regarding compliance of the conditions of Corporate Governance, as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

12. DIRECTORS: The Board, at its meeting held on 18th June 2015, on the recommendation of the Nomination and

Remuneration Committee, re-appointed Mr. Tariq Ansari as the Whole-time Director of the Company designated as the Chairman and Managing Director for a period of three (3) years, subject to the approval of the shareholders.

As on the date of this report, the Company’s Board consists of the following Independent Directors:

(1) Mr. Narayan Varma

(2) Mr. Adille Sumariwalla

(3) Mr. Venkat Idupuganti

(4) Mr. Dilip Cherian

(5) Ms. Monisha Shah

(6) Mr. Rajbir Singh Bhandal

The period of office of the aforementioned Directors was liable to retire by rotation under the erstwhile Companies Act, 1956. In terms of Section 149 and other applicable provisions of the Companies Act, 2013, the aforementioned Directors, being eligible and offering themselves for appointment, are proposed to be

appointed as Independent Directors for a term of five (5) years commencing from 23rd January 2015. The

appointment of the aforementioned Directors has been approved by the Board of Directors at its meeting held

on 23rd January, 2015

Brief Profile of the aforementioned proposed appointees together with other disclosures in terms of Clause 49 of the Listing Agreement are provided in the Notes to the Notice.

13. BOARD & COMMITTEE MEETINGS: During the year under review, the following Board/Committee Meetings were convened and held:

(a) Seven (7) Board Meetings were held, details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

(b) Four (4) Audit Committee Meetings were held, details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

(c) One (1) Nomination & Remuneration Committee Meetings were held, details of which are given in the Corporate Governance Report.

14. BOARD EVALUATION: Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board

has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee and the Nomination & Remuneration Committee. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

Director’s Report

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15. REMUNERATION POLICY: The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for

selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

16. EMPLOYEE REMUNERATION: The ratio of the remuneration of each director to the median employee’s remuneration and other details in

terms of sub-section (12) of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are forming the part of this report as Annexure C.

17. EMPLOYEE STOCK OPTION PLAN: Pursuant to the Company’s Employee Stock Option Scheme 2008, the Board of Directors has, on the

recommendation of the Nomination & Remuneration Committee, at its meeting held on 23rd January 2015, granted 200,000 stock options to one of its employees. Details as per the Securities and Exchange Board of India (Employees Stock Option Scheme and Employee Stock Option Purchase Scheme) Guidelines, 1999, are attached as Annexure B.

18. DIRECTORS’ RESPONSIBILITY STATEMENT: Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31st March, 2015 and of the profit and loss of the Company for the financial year ended 31st March, 2015;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a ‘going concern’ basis;

(e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

19. RELATED PARTY TRANSACTIONS: All related party transactions that were entered into during the financial year were on an arm’s length basis and

were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. All Related Party Transactions are placed before the Audit Committee as also the Board for approval. The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website. None of the Directors has any pecuniary relationships or transactions vis-à-vis the Company.

Director’s Report


13


20. AUDITORS: M/s. Haribhakti & Co. LLP, Chartered Accountants, (Firm Registration No. 103523W), Statutory Auditors of

the Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. A certificate to the effect that their appointment, if made, will be within the limits prescribed under Section 141 of the Companies Act, 2013, has been obtained from them. The Board, on the recommendation of the Audit Committee, recommends the appointment of M/s. Haribhakti & Co. LLP, as the Statutory Auditors of the Company for the financial year 2015-16.

21. SECRETARIAL AUDIT: Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment

and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s.J. U. Poojari & Associates, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the financial year ended 31st March 2015. The Report of the Secretarial Audit Report is annexed herewith as Annexure ‘A’.

Directors’ explanation on the comments of the Secretarial Auditor for the yearended 31st March

2015 as set out in his Secretarial Audit Report dated 18th June 2015 is as follows:

(i) With reference to sub-clause (a) of clause (v) of the said report wherein the Secretarial Auditor hasmentioned non-filing of Form MGT-14 in respect of the resolution passed at the Board Meeting held on 29th April 2014 relating to re-appointment of Mr. Tarique Ansari, Managing Director of the Company, the Board would like to inform you that the said Form shall be filed with the Ministry of Corporate Affairs at the earliest.

(ii) With reference to sub-clause (b) of clause (v) of the said report wherein the Secretarial Auditor has mentioned non-filing of Form MGT-14 in respect of the resolutions passed at the Board Meetings held on 7th July 2014 and 17th February 2015 relating to further issue of securities, the Board would like to inform you that the said Forms shall be filed with the Ministry of Corporate Affairs at the earliest.

(iii) With reference to sub-clause (c) of clause (v) of the said report wherein the Secretarial Auditor has mentioned that the remuneration to Mr. Tarique Ansari, Managing Director of the Companyin excess of the permissible limit under Section 197 read with Schedule V of the Companies Act, 2013,the Board would like to inform you that the Company had made an application to the Ministry of Corporate Affairs (“MCA”) for payment of excess remuneration to Mr. Ansari. The MCA has, vide its letter dated 12th June

2015, rejected the Company’s application. The Company is now in the process of filing an application to

the MCA for seeking waiver for recovery of excess remuneration paid to Mr. Ansari for the period.

22. DIRECTORS’ EXPLANATION ON AUDITOR’S REPORTS: The Company’s exposure in its subsidiary Next Radio Limited (Formerly known as Radio One Limited) through

investments is ` 15,602.86 lakhs. Though net worth of the subsidiary is substantially eroded, no provision for impairment on this account is considered necessary by the management taking into consideration the nature of the Radio business and gradual improvement in the performance of the subsidiary. Further, the management has obtained a valuation of the Radio business from an independent valuer and based on his report, the management does not believe that any provision is necessary against exposure in Radio business. Consequently no impairment of goodwill on consolidation is considered necessary.

23. EXTRACT OF ANNUAL RETURN: Pursuant to sub-section 3(a) of section 134 and sub-section (3) of section 92 of the Companies Act, 2013,

read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extract of the annual return as on 31st March, 2015 forms part of this report as Annexure ‘D’.

Director’s Report

14

24. RISK MANAGEMENT: As per the revised Clause 49 of the Listing Agreement, the Company has constituted a Risk Management

Committee comprising of Mr. I. Venkat, Independent Director, Ms. Monisha Shah, Independent Director and Mr. Ismail Dabhoya, Chief Financial Officer as its members on 23rd January, 2015.

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are periodically discussed at the meetings of the Company.

25. VIGIL MECHANISM: Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly,

the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this report.

26. SEXUAL HARRASMENT POLICY: During the year under review the Company has not received any complaint from the employees related to

sexual harassment. The Company has in place sexual harrasment policy which is available on the Company's website.

27. ENERGY CONVERSATION, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

A. Conversation of Energy: NIL B. Technology Absorption: NIL C. Foreign Exchange Earning: NIL D. Foreign Exchange Outgo: NIL

28. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

For Next Mediaworks Ltd.

Tarique Ansari

Chairman & Managing Director

(DIN: 00101820)

Place: Mumbai

Date : 18th June, 2015

Director’s Report


15


‘ANNExURE A’To,

The Members

Next Mediaworks Limited

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the process and practices we followed, provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management representation about the Compliance of laws, rules and regulations and happening of events, etc.

5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For J U Poojari & Associates Practicing Company Secretary

J.U POOJARI

ACS: 22867 CP: 8187

Mumbai, 18th June, 2015

ANNExURE ‘A’ TO THE DIRECTORS’ REPORTSECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2015

FORM NO. MR-3

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment

and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,


We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Next Mediaworks Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Next Mediaworks Limited’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the company, its officers, agents and authorised representatives during the conduct of secretarial audit, we hereby report that in our opinion, the

16

company has, during the audit period covering the financial year ended on 31st March, 2015 generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained by Next Mediaworks Limited for the financial year ended on 31st March, 2015 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;(ii) The Securities Contract (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;(iv) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,

1992 (‘SEBI Act’)(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,

2011;(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992; and

(v) Other laws applicable to the Companyas per the representation made by the Company. We have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards of The Institute of Company Secretaries of India with respect to board and general meetings are not in force as on the date of this report.

(ii) The Listing Agreement entered into by the Company with BSE Limited and National Stock Exchange of India Limited.

During the period under review and subject to the explanations and clarifications given to us and the representations made by the Management, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines, etc. mentioned above subject to the following observations:-a. Non-filing of Form MGT-14 in respect of Board Resolution dated April 29, 2014, with respect to re-

appointment of Mr. Tarique Ansari, Managing Director of the Company.b. Non-filing of Form MGT-14 in respect of Board Resolutions dated 07.07.2014 and 17.02.2015 with respect

to further issue of securities.c. The company has paid the remuneration to Mr. Tarique Ansari, Managing Director of the Company in

excess of the permissible limit under Section 197 of the Companies Act, 2013 read with Schedule V of the Act.

We further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors.

Adequate notice was given to all Directors at least seven days in advance to schedule the Board Meetings. Agenda and detailed notes on agenda were sent in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Decisions at the Board Meetings were taken unanimously.

We further report that as represented by the Company and relied upon by us there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period there were no specific events/actions having a major bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines etc.

For J U Poojari & Associates Practicing Company Secretary

J.U POOJARI ACS: 22867 CP: 8187Mumbai, 18th June, 2015

This Report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.


17


ANNExURE ‘B’ TO THE DIRECTOR’S REPORTEMPLOYEE STOCK OPTIONS SCHEME

Sr.

No.

Description Details

(a) Total Options granted 2,00,000

(b) Pricing formula Exercise price for the above options

is NIL.

(c) Options vested NIL

(d) Options exercised NIL

(e) Total number of shares arising as result of exercise of options NIL

(f) Options lapsed during the year NIL

(g) Variation of terms of the options NIL

(h) Money realized by exercise of options NIL

(i) Total number of options in force 2,00,000

(j) Employee-wise details of options granted:

(i) Senior Managerial Personnel 2,00,000

(ii) Any other employees to whom options granted amount to

5% or more of the total options granted during the year

NIL

(iii) Employees to whom options equal to or exceeding 1% of the

issued capital have been granted during the year.

NIL

(k) Diluted earnings per share (EPS) pursuant to issue of shares on

exercise of options during the year and options outstanding as on

31.03.2015 calculated in accordance with Accounting Standard

20 ‘Earning per share’.

(0.76)

(l) Where the company has calculated the employee compensation

cost using the intrinsic value of the stock options, the difference

between the compensation cost so computed and the employee

compensation cost that shall have been recognized if it had used

the fair value of the options, shall be disclosed. The impact of this

difference on profits and EPS of the company.

Not Applicable

(m) Weighted average exercise prices weighted average fair value

of options disclosed separately for options whose exercise price

equals to market price exceeds or is less than the market price of

the stock.

1. Weighted average exercise

price: ` nil per share for all the

options.

2. Weighted average fair value of

all the options is ` 13.64 per

option.

(n) Description of the method and significant assumptions used

during the year to estimate the fair value of the options.

Weighted Average closing price of

last Six Months.

18

ANNExURE ‘C’ TO THE DIRECTOR’S REPORTThe ratio of the remuneration of each director to the median employee’s remuneration and other details in terms of sub-section 12 of section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Sr.

No.

Requirements Disclosure

1 The ratio of the remuneration of each directors to the median remuneration of the employee of for the financial year

Mr. Tarique Ansari (MD) : 4.98 times

2. The percentage increase in the remuneration of each director, CFO,CS in the financial year (including Perquisites)

Managing Director: 8.98%Chief Financial Officer: 15.13%Company Secretary: 15%

3 The percentage increase in the median remuneration of employee in the financial year

15%

4 The number of permanent employees on the rolls of the Company

There are 5 employees as on March 31, 2015

5 The explanation on the relationship between average increase in remuneration and Company performance

Factor consider while recommending increase in the fixed compensation:1.Financial performance of the operating

subsidiary Company2. Comparison with the peer media companies.

6 Comparison of the remuneration of the Key Managerial Personnel against the performance of the company

For the FY 2014-15, KMPs were paid approx. 955.47% of the consolidated net profit

7 Variations in the market capitalisation of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease in the market quotations of the shares of the Company, in comparison to the rate at which the Company came out with the last public offer in case of listed companies, and in case of unlisted companies, the variations in the net worth of the Company as at the close of the current financial year and previous financial year

2014-2015 2013-2014

Market Capitalisation (In crores)

83.95 17.36

PE Ratio 642.5 -

8 The ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year

NA

9 Affirmation that the remuneration is as per the Remuneration Policy of the Company

Affirmed


19


ANNExURE ‘D’ TO THE DIRECTORS’ REPORTEXTRACT OF ANNUAL RETURN

(As on the financial year ended 31st March 2015)

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION & OTHER DETAILS:

CIN : L22100MH1981PLC024052

Registration Date : 13th March 1981

Name of the Company : Next Mediaworks Limited

Category / Sub-category of the Company : Public Company/Limited by shares

Address of the Registered Office and contact details : 156, DJ Dadajee Road, Behind Everest Building

Tardeo, Mumbai-400 034

Whether listed company Yes/No : Yes

Name, Address and Contact details of Registrar &

Transfer Agent, if any.

: M/s. Link Intime India Private Limited,

C-13, Pannalal Silk Mills Compound,LBS Road,

Bhandup (West), Mumbai 400 078.

Telephone: 022–25963838/

Facsimile: 022-25946969

e-mail : [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

Sr.

No.

Name and description of main services NIC Code of the

service

% to total turnover

of the Company

1. Publishing and Broadcasting 18111 & 18112 NIL

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

Sr.

No.

Name and address of

the Company

CIN/GLN Holding/

Subsidiary/

Associate

% of

shares

held

Applicable

Section

1 Next Radio Limited

156, D.J. Dadajee Road,


Tardeo, Mumbai –

400034.

U32201MH1999PLC122233 Subsidiary 72.24% 2(87)ii

2 One Audio Limited



Tardeo, Mumbai –

400034.


20

Sr.

No.

Name and address of

the Company

CIN/GLN Holding/

Subsidiary/

Associate

% of

shares

held

Applicable

Section

3 Next Outdoor Limited



Tardeo, Mumbai –

400034.


4 Digital One Private Limited



Tardeo, Mumbai –

400034.

U92131MH1999PTC122232 Subsidiary 99.99% 2(87)ii

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity):

(i) Category-wise Shareholding

Category of shareholders

No. of shares held at the beginning of the year (as at 01.04.2014)

No. of shares held at the end of the year (as at 31.03.2015)

% change during

the yearDemat Physical Total % of

total shares

Demat Physical Total % of total

shares

A. Promoters

(1) Indian

(a) Individual / HUF 21687247 0 21687247 36.86 21965024 - 21965024 33.62 (3.24)

(b) Central Govt. - - - - - - - -

(c) State Govt.(s) - - - - - - - -

(d) Bodies Corporate 11309428 0 11309428 19.22 17873828 17873828 27.36 8.14

(e) Banks/FI - - - -

(f) Any Other - - - -

Sub-total (A) (1) 32996675 - 32996675 56.08 39838852 39838852 60.98 4.9

(2) Foreign

(a) NRI – Individuals - - - - - - - -

(b) Other – Individuals

- - - - - - - -

(c) Bodies Corporate - - - - - - - -

(d) Banks/FIs - - - - - - - -

(e) Any Other - - - - - -

Sub-total (A) (2) - - - - - - - -

Total shareholding of Promoters (A) = (A) (1) + (A) (2)

32996675 - 32996675 56.08 39838852 39838852 60.98 4.9


21





% change during


total shares


shares

B. Public Shareholding

1. Institutions

(a) Mutual Funds - - - - - - - -

(b) Banks/FIs 35000 - 35000 0.059 35000 - 35000 0.054 (0.005)

(c) Central Govt. - - - - - - - -

(d) State Govt.(s) - - - - - - - -

(e) Venture Capital Funds

- - - - - - - -

(f) Insurance Companies

- - - - - - - -

(g) FIIs

(h) Foreign Venture Capital Funds

- - - - - - - -

(i) Others - - - - - - - -

Sub-total (B)(1) 35000 - 35000 0.059 35000 - 35000 0.054 (0.005)

2. Non-Institutions

(a) Bodies Corporate 7276910 1 7276911 12.37 6580534 1 6580535 10.07 (2.3)

(i) Indian - - - - - - - -

(ii) Overseas - - - - - - - - -

(b) Individuals

(i) Individual shareholders holding nominal share capital upto ` 1 lakh

8139133 1964 8141097 13.84 8437688 1964 8439652 12.92 (0.92)

(ii) Individual shareholders holding nominal share capital in excess of ` 1 lakh

7796558 - 7796558 13.25 7650607 - 7650607 11.71 (1.54)

(c) Others

Clearing Member 141373 - 141373 0.24 363193 - 363193 0.55 0.31

Foreign Nationals

Non-Resident Indians (Non-Repat)

21336 - 21336 0.04 39344 - 39344 0.06 0.02

Non-Resident Indians (Repat)

602662 - 602662 1.02 564429 - 564429 0.86 (0.16)

Foreign Portfolio Investor (Corporate)

1822664 - 1822664 3.10 1822664 - 1822664 2.79 (0.31)

Other Directors - - - - - - - - -

Overseas Bodies Corporate

- - - - - - - - -

22




% change during


total shares


shares

Trusts 1000 - 1000 0.00 1000 - 1000 0.00

Sub-total (B)(2) 25801636 1964 25803601 43.86 25459459 1965 25461424 38.96 (4.9)

Total public shareholding (B) = (B)(1) + (B)(2)

25836636 1965 25838601 43.92 25494459 1965 25496424 39.02 (4.9)

C. Shares held by custodian for GDRs & ADRs

- - - -

Grand Total (A+B+C)

58833311 1965 58835276 100 65333311 1965 65335276 100 -

(ii) Shareholding of Promoters

Sr. No.

Shareholder’s Name Shareholding at the beginning of the year (as at 01.04.2014)

Shareholding at the end of the year (as at 31.03.2015)

% change in share-holding

during the year

No. of shares

% of total shares of the

Company

% of shares pledged /

encumbered to total shares

No. of shares


Company



1. Tarique Ansari 4337298 7.37 - 4337298 6.64 - (0.73)

2. Rukya Ansari 4337298 7.37 - 4615075 7.06 - (0.31)

3. Tehzeeb Ansari 4337298 7.37 - 4337298 6.64 - (0.73)

4. Khalid Ansari 4338055 7.37 - 4338055 6.64 - (0.73)

5. Sharique Ansari 4337298 7.37 - 4337298 6.64 - (0.73)

6. Meridian Holding & Leasing Company Private Limited

4447679 7.56 - 7469856 11.43 - 3.87

7. Ferrari Investment and Trading Company Private Limited

5839226 9.92 - 9659226 14.78 - 4.86

8. Inquilab Offset Printers Limited

1022523 1.74 - 744746 1.14 - (0.06)

(iii) Change in Promoters’ Shareholding

Sr. No.


Cumulative shareholding during the year

No. of shares % of total shares of the

Company


Company

1. Mr. TariqueAnsar 4,337,298 7.37 4,337,298 7.37

2. Mrs. Rukya Ansari 4,337,298 7.37 4,615,075 7.06

3. Tehzeeb Ansari 4,337,298 7.37 4,337,298 7.37

4. Khalid Ansari 4,338,055 7.37 4,338,055 7.37

5. Sharique Ansari 4,337,298 7.37 4,337,298 7.37

6. Meridian Holding & Leasing Company Private Limited 4,447,679 7.56 7,469,856 11.43


5,839,226 9.92 9,659,226 14.78

8. Inquilab Offset Printers Limited 1,022,523 1.74 744,746 1.14

Note: In the FY14-15 Company has issued 65,00,000 lacs shares to the promoter group.


23


(iv) Shareholding Pattern of top ten shareholders (other than Directors, Promoters and holders of GDRs and ADRs)

Sr. No.

Name of the Shareholder Shareholding at the beginning of the year

Change in Shareholding (No of Shares)

Shareholding at the end of the year

No. of shares

% of totalshares of

thecompany

Increase Decrease No. of shares

% of totalshares of

thecompany

1 Bennet, Coleman and Company Limited

3649391 6.2027 0 0 3649391 5.5856

2 Rajesh H Baheti HUF 2000000 3.3993 0 368289 1631711 2.4974

3 Acacia Partners, LP 907065 1.5417 0 0 907065 1.3883

4 PrabhudasLilladher Financial Services Private Limited

641750 1.0908 0 0 641750 0.9822

5 Midday Exports Pvt. Ltd 477426 0.8115 0 99990 377436 0.5777

6 Acacia Institutional Partners, LP 473893 0.8055 0 0 473893 0.7253

7 Rahul Khanna 469251 0.7976 0 52000 417251 0.6386

8 Dipak Sen 422530 0.7182 0 321791 100739 0.1542

9 Acacia Banyan Partners 368800 0.6268 0 0 368800 0.5645

10 Rajasthan Global Securities Limited 305633 0.5195 0 305633 0 0.0000


(v) Shareholding of Directors and Key Management Personnel

Sr. No.

Name of the Shareholder

Shareholding at the beginning of the year as on 31.03.2014

Cumulative Shareholding during the year

Shareholding at the end of the year as on

31.03.2015

No. of shares

% of totalshares of

thecompany

No. of shares

% of totalshares of

thecompany

Date of Change

Reason of Change

No. of shares

% of totalshares of

thecompany

1 Tarique Ansari 4337298 7.37% - - - - 4337298 6.64%

2 Adille Sumariwalla 5875 0.009% - - - - 5875 0.009

Total : 4343173 7.38% - - - - 4343173 6.65%


V. INDEBTEDNESS:

(Indebtedness of the Company including interest outstanding/accrued but not due for payment)

(` in lacs)

Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year (i) Principal Amount - 1,208.54 - 1,208.54

(ii) Interest due but not paid - NIL - NIL

(iii) Interest accrued but not due - 41.67 - 41.67

Total (i) + (ii) + (iii) - 1,250.21 1,250.21Change in indebtedness during the financial yearAddition - - - -

Reduction - 1,053.48 - 1,053.48

Net Change - - - -Indebtedness at the end of the financial year(i) Principal Amount - 82.30 - 82.30

(ii) Interest due but not paid - - - -

(iii) Interest accrued but not due 114.42 114.42

24

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Remuneration to Managing Director, Whole-time Director and/or Manager:

(` in lacs)

Sr. No.

Particulars of Remuneration Name of Managing Director /Whole-time Director/Manager

MR. TARIQ ANSARIMANAGING DIRECTOR

1. Gross Salary*

(a) Salary as per provisions contained in section 17(1) of the

Income Tax Act, 1961.

46.68

(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961. 22.80

(c) Profits in lieu of salary under section 17(3) of the Income

Tax Act, 1961.

-

2. Stock Option -

3. Sweat Equity -

4. Commission

- As % to profit -

- Others, specify -

5. Others 1.88

Total (A) 71.36

* Excludes Provident Fund, Gratuity and Superannuation.

B. Remuneration to other directors: No remuneration has been paid to any other director except Sitting

fees details of which is included in the Corporate Goverance Report.

C. Remuneration to Key Managerial Personnel other than MD / WTD / Manager:

(` in lacs)

Sr. No.

Particulars of Remuneration Key Managerial Personnel Total Amount

Mr. Ismail Dabhoya


Mr. Manoj Gujaran

Company Secretary

1. Gross Salary

(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961.

54.22 13.95 68.17

(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961.

3.00 - 3.00

(c) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961.

- - -

2. Stock Option - - -

3. Sweat Equity - - -

4. Commission

- As % to profit - - -

- Others, specify - - -

5. Others 7.78 2.75 10.53

Total 65.00 16.7 81.7


25


PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

Type Section of the

Companies Act

Brief Description

Details of penalties /

punishment /compounding fees imposed

Authority [RD/NCLT/

Court

Appeal made, if any

A. Company

Penalty

NONEPunishment

Compounding

B. Directors

Penalty

NONEPunishment

Compounding

C. Others Officers in default

Penalty

NONEPunishment

Compounding

26

The Directors present the Company’s report on Corporate Governance for the year ended March 31, 2015.

1. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE :The Company's philosophy on Corporate Governance envisages the adoption of best business policies and alignment

of the highest levels of transparency, integrity, honesty, accountability and equity in all facets of its operations and

in all its interactions with its stakeholders including shareholders, bankers, government and employees.

The Company is committed to best corporate governance practices which stems not only from the letter of law

but also from the inherent belief of doing business in the right way. The Company believes that all its actions and

operations must serve the underlying goal of enhancing overall shareholder value on a sustained basis.

2. BOARD OF DIRECTORS :

(a) Composition of the Board:

The Company has an optimum combination of Executive and Non-Executive Directors in conformity with

Clause 49 of the Listing Agreement entered into with the stock exchanges, to maintain the independence of

the Board and to separate the Board functions of governance and management.

As on 31st March 2015 the Board comprises of a Chairman and Managing Director (Executive) and 6 (six) Non-

Executive Independent Directors including a woman Director. All the members of the Board are persons with

considerable experience and expertise in industry, finance, management and law.

The Chairman and Managing Director provide leadership to the Board and to the Management in strategizing

and realizing business objectives. The Independent Directors contribute by giving their valuable guidance and

inputs with their independent judgment on the overall business strategies and performance.

None of the Directors on the Board is a Member of more than 10 (ten) Committees and Chairman of more than

5 (five) Committees (as specified in Clause 49 of the Listing Agreement), across all the Companies in which he

/ she is a Director as per the disclosures made by all the Directors.

None of the Independent Directors on the Board serve as an Independent Director in more than seven listed

companies.

The Whole time Directors does not serve as an Independent Director in more than three listed companies.

(b) Meetings of the Board:

The Board meets at least once in each quarter inter-alia, to review the quarterly financial results. The gap

between two consecutive meetings is less than 120 days. In addition the Board also meets whenever necessary.

The Board periodically reviews compliance reports of all laws applicable to the Company. Steps are taken by the

Company to rectify instances of non - compliances.

During the year under review the Board met seven (7) times on 29th April 2014, 7th July 2014, 8th August 2014,

9th September 2014, 29th October 2014, 23rd January 2015 and 17th February 2015.

The Company Secretary prepares a detailed agenda and the explanatory notes, in consultation with the

Chairman & Managing Director and circulates the same in advance to the Directors. Every Director has the

right to suggest inclusion of items in the agenda.

CORPORATE GOVERNANCE


27


The Minutes of the proceedings of the meetings of the Board of Directors are noted and the draft Minutes are

circulated amongst the members of the Board for their review. Comments, if any, received from the Directors

are also incorporated in the Minutes, in consultation with the Chairman. The Minutes are approved by the

members of the Board prior to the next meeting and are noted at the subsequent meeting of the Board of

Directors.

(c) Directors’ Attendance Record and Directorships held:

The names and categories of the Directors on the Board, their attendance at the Board Meetings during the

year under review and at the last Annual General Meeting, also the number of directorships and committee

memberships held by them in other Companies are given below:

Name of the Director Nature of Directorship

No. of Board Meetings attended

Attendance at last AGM

No. of Directorships in other Public companies#

No. of Committee Memberships

(including in Company) ##

Held Attended Member Chairman

Mr. Tarique Ansari Promoter, Executive & Non Independent

7 6 Present 3 2 -

Mr. Narayan Varma Non - Executive & Independent

7 7 Present 1 2 1

Mr. Dilip Cherian Non - Executive & Independent

7 5 Present 3 1 4

Mr. Adille Sumariwalla Non - Executive & Independent

7 6 Present 1 3 1

Mr. I. Venkat Non - Executive & Independent

7 3 Present 1 1 -

Mr. Raj Singh Bhandal

Non - Executive & Independent

7 5 Present - - -

Ms. Monisha Shah Non - Executive & Independent

7 2 - - - -

# Excluding Directorships in Foreign companies, Private Limited companies, companies under Section 8 of the

Companies Act, 2013.

## Memberships include Chairmanships. Only memberships of Audit Committee, Remuneration Committee and

Shareholders’/ Investors’ Grievance Committee are considered.

Note: Chairmanship of Committees includes only Audit and Stakeholders Relationship Committee.

3. BOARD COMMITTEES : In compliance with the requirements of the Companies Act, 2013, the Listing Agreement and the applicable

laws, the Board constituted / reconstituted the following committees: (i) Audit Committee (ii) Stakeholders

Relationship Committee (iii) Nomination & Remuneration Committee (iv) Review Committee of Independent

Directors.

The Board determines the constitution of the Committees and the terms of reference for Committee Members

including their roles and responsibilities.

Corporate Governance

28

A. Audit Committee :

Composition:

The Audit Committee as on 31st March 2015 comprised of three (3) Non-Executive Independent Directors viz.:

(1) Mr. Narayan Varma (Chairman), (2) Mr. Adille Sumariwalla and (3) Mr. I. Venkat.

All the members of the Audit Committee are financially literate and have accounting / related financial

management expertise.

The Company Secretary acts as Secretary to the Committee.

The Statutory Auditors, Chief Financial Officer, Internal Auditors are invitees to the Audit Committee Meetings.

The scope of activities and powers of the Audit Committee includes the are as prescribed under the Clause 49

of the Listing Agreement and section 177 of the Companies Act, 2013.

Terms of reference:

The terms of reference of the Audit Committee are broadly as follows:

a) Overseeing of the Company’s financial reporting process and the disclosure of its financial information to

ensure that the financial statement is correct, sufficient and credible.

b) Recommending to the Board the appointment, re-appointment and removal of statutory auditors, cost

auditors, branch auditors and fixation of their remuneration.

c) Approving the payments to statutory auditors for any other services rendered by them.

d) Reviewing with management the annual financial statements and auditor’s report before submission to

the Board for approval, focusing primarily on:

• Matters required to be included in the Director’s Responsibility and in the Board Report in terms of

clause (c) of sub-section 3 of Section134 of the Companies Act, 2013;

• Any changes in accounting policies and practices and reasons for the same;

• Major accounting entries involving estimates based on exercise of judgments by management;

• Qualifications in draft audit report;

• Significant adjustments made in the financial statements arising out of audit;

• The going concern assumption;

• Compliance with accounting standards;

• Compliance with listing and legal requirements concerning financial statements;

• All related party transactions i.e., transactions of the Company of material nature, with promoters or

the management, their subsidiaries or relatives etc.

e) Reviewing with the management, statutory and internal auditors, internal financial controls and risk

management system.

f) Reviewing with the management, the statement of uses / application of funds raised through an issue

(public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other

than those stated in the offer document/prospectus /notice and the report submitted by the monitoring

agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate

recommendations to the Board.



29



g) Reviewing with the management the quarterly and half yearly financial results before submission to the

Board.

h) Reviewing the adequacy of internal audit functions, including the structure of the internal audit

department, staffing and seniority of the official heading the department, reporting structure coverage

and frequency of internal audit.

i) Scrutinizing the inter-corporate loans & investments.

j) Discussion with Internal Auditors, any significant findings and follow up thereon.

k) Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is

suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting

the matter to the Board.

l) Approval or any subsequent modification of transactions of the Company with related parties.

m) To look into reasons for substantial defaults in the payment to the depositors, debenture holders,

shareholders (in case of non-payment of declared dividends) and creditors.

n) Review and monitor the auditor’s independence and performance, and effectiveness of audit

processes.

o) To review the functioning of the Whistle Blower Policy and Vigil mechanism.

p) Valuation of undertaking or assets of the Company where ever it is necessary.

q) Approval of appointment of CFO (i.e. the whole-time Finance Director or any other person heading

the finance function or discharging that function) after assessing the qualifications, experience and

background, etc. of the candidate.

r) All such other functions as may be specified from time to time.

Meetings:

During the year under review, four (4) Audit Committee meetings were held on 29th April 2014, 8th August

2014, 29th October 2014 and 23rd January, 2015.

The details of meetings attended by the Members are given below:-

Name of the Member No. of Audit Committee

meetings held

Mr. Narayan Varma (Chairman) 4

Mr. Adille Sumariwalla (Member) 4

Mr. I. Venkat (Member) 1

Mr. Narayan Varma - Chairman of the Audit Committee was present at the previous Annual General Meeting

held on 8th August 2014.

B. Stakeholders’ Relationship Committee : In order to ensure compliance with the requirements of Section 178 of the Companies Act, 2013 and revised

Clause 49 of the Listing Agreement (applicable w.e.f 1st October, 2014) the nomenclature of the Investor

Grievance Committee was changed to Stakeholders Relationship Committee with revised role which also

includes to consider and resolve the grievances of all security holders of the Company.

30

Composition:

The Stakeholders’ Relationship Committee comprises of one (1) Non-Executive Independent Director and the

Managing Director viz.: (1) Mr. Adille Sumariwalla (Chairman) and (2) Mr. Tarique Ansari.


Terms of reference:

The Stakeholders Relationship Committee primarily attends to and resolves grievances of the Company’s

shareholders and other stakeholders.

Meetings:

The Committee did not hold any meeting during the year under review.

Details of Investor Complaints:

The Company did not receive any queries / complaints during the year under review.

Name, Designation and Address of Compliance Officer:

Mr. Mandar Godbole

Company Secretary & Manager – Legal


156, D.J Dadajee Road,


Tardeo Mumbai-400 034.

C. Nomination and Remuneration Committee: The Nomination and Remuneration Committee was constituted on 8th August, 2014 in compliance with the

provisions of Section 178 of the Companies Act, 2013 and Clause 49(IV) of the revised Listing Agreement with

the Stock Exchanges.

Composition:

The Stakeholders’ Relationship Committee comprises of three (3) Non-Executive Independent Directors viz.:

(1) Mr. Dilip Cherian (Chairman), (2) Mr. Narayan Varma and (3) Mr. Adille Sumariwalla.


Terms of reference:

The role of the Nomination and Remuneration Committee is:

a. To identify persons who are qualified to become directors or who can be appointed in the senior

management.

b. To formulate criteria for evaluation of Independent Directors and the Board.

c. To devise a policy on Board diversity.

d. To recommend the appointment/ removal of directors or senior management personnel.

e. To carry out evaluation of every director’s performance.

f. To formulate criteria for determining qualifications, positive attributes and independence of a director.



31



g. To recommend to the Board, policy relating to remuneration for the directors, key managerial personnel

and other senior employees and to review the policy at regular intervals.

Meetings:

During the financial year ended 31st March 2015, meeting of the Nomination and Remuneration Committee

was held once on 29th April 2014. The said meeting was attended by all the members.

Nomination & Remuneration Policy

The Nomination and Remuneration policy provides a framework for appointment of Directors, Key Managerial

Personnel and senior management, their performance evaluation and fixing their remuneration based on their

performance.

Policy for selection and Appointment of Directors and their Remuneration

Criteria for selection of Non-executive Directors

The Non-executive Director shall be of high integrity with relevant expertise and experience so as to

have a diverse Board with Directors having expertise in the fields of marketing, finance, taxation, law,

governance and general management.

In case of appointment of Independent Directors, the Committee shall satisfy itself with regard to the

independent nature of the Director to enable the Board to discharge its function and duties effectively.

The Committee shall ensure that the candidate identified for appointment as a Director is not disqualified

for appointment under Section 164 of the Companies Act, 2013.

The Committee shall consider the following attributes / criteria, while recommending to the Board the

candidature for appointment as Director.

i. Qualification, expertise and experience of the Directors in their respective fields;

ii. Personal, Professional or business standing;

iii. Diversity of the Board.

In case of re-appointment of Non-executive Directors, the Board shall take into consideration the

performance evaluation of the Director and his engagement level.

Remuneration

The Non-executive Directors shall be entitled to receive sitting fees for each meeting of the Board attended by

them, of such sum as may be approved by the Board of Directors within the overall limits prescribed under the

Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules,

2014 and reimbursement of expenses for participation in the Board Meetings.

CEO & Executive Chairman / Director – Criteria for selection / appointment

For the purpose of selection of the CEO & Executive Chairman / Director the Committee shall identify persons

of integrity who possess relevant expertise, experience and leadership qualities required for the position and

shall take into consideration recommendation, if any, received from any member of the Board.

The Committee will also ensure that the incumbent fulfils such other criteria with regard to age and other

qualifications as laid down under the Companies Act, 2013 or other applicable laws.

32

Remuneration for the CEO, CFO & Executive Chairman / Director

At the time of appointment or re-appointment, the CEO, CFO & Executive Chairman / Director shall be paid

such remuneration as may be mutually agreed between the Company (which includes the Committee and the

Board of Directors) and the CEO, CFO & Executive Chairman / Director within the overall limits prescribed under

the Companies Act, 2013. The Committee shall also take into account the compartive remuneration in the

industry, size of the Company and profile of the candidate while deciding the remuneration. The remuneration

shall be subject to the approval of the Members of the Company in General Meeting, where required.

The remuneration of the CEO & Executive Chairman / Director comprises of fixed and variable component as

per the provisions of Companies Act, 2013. The fixed component comprises salary, allowances, perquisites,

amenities and retiral benefits

Remuneration Policy for the Senior Management Employees

In determining the remuneration of the Senior Management Employees' the Committee shall ensure that the

relationship of remuneration and performance benchmark is clear.

The Non-Executive Chairman will carry out the individual performance review based on the respective defined

objectives, qualification, expertise, experience and other factors while recommending the annual increment

and performance incentive to the Committee for its review and approval.

Details of Remuneration paid to Directors during the year ended 31st March 2015:

The Executive Director is entitled to salary, allowances, perquisitesa performance linked incentives and

commission while the Non-Executive Independent Directors receive sitting fees for attending Board and

Committee meetings. Payment of remuneration to the Chairman & Managing Director is governed by an

agreement entered into between the Company and the Managing Director, the terms and conditions of which

have been duly approved by the Board and the Shareholders of the Company. The remuneration (including

perquisites and benefits) paid to the Executive Director during the year ended 31st March 2015 is as follows:

(Amount in Lacs)

Name of Executive Director Mr. Tarique Ansari

Salary & Allowance* 42.00

Perquisites 22.80

TOTAL 64.80

Tenure:

From 1st July 2013

To 30th June 2016

* excludes Provident Fund, Gratuity & Superannuation.

The Company had made an application to the Ministry of Corporate Affairs (“MCA”) seeking its approval for

payment of remuneration of ` 69.46 Lacs p.a. and ` 5.95 Lacs to Mr. Tarique Ansari – Chairman & Managing

Director for the period 01-07-2013 to 30-06-2014 and 01-07-2014 to 07-08-2014 respectively, which was

rejected by the MCA. The Company will be making an application for seeking waiver of the MCA for recovery

of the excess remuneration paid to Mr. Ansari commencing from 1st July 2015 to 31st March 2014. Further, the

Company is also seeking approval of the shareholders in the forthcoming Annual General Meeting for payment

of remuneration of ` 60 Lacs p.a. to Mr. Ansari, for the period 1st April, 2014 till the end of his tenure i.e. upto



33


30-06-2016 which is within the limits prescribed under Schedule V to the Companies Act, 2013.

Service Contract, Severance Fees & Notice Period:

The terms of employment stipulate a notice period of 3 (three) months, for termination of appointment of

Chairman & Managing Director and Executive Directors, on either side. There is no provision for payment of

severance fees.

Sitting Fees to Non-Executive Independent Directors:

Non-Executive Independent Directors of the Company do not draw any remuneration from the Company

other than sitting fees for attending Board and Committee meetings. None of the Non-Executive Independent

Directors have entered into any pecuniary transaction or relationship with the Company.

Details of sitting fees paid for attending Board and Committee Meetings during the year ended 31st March

2015 are given below:

Name of the Director Sitting Fees for Board Meeting

Sitting Fees for Committee

Meeting

Total

Mr. Narayan Varma 70,000 40,000 1,10,000

Mr. Adille Sumariwalla 60,000 40,000 1,00,000

Mr. I. Venkat 30,000 10,000 40,000

Mr. Dilip Cherian 50,000 - 50,000

Ms. Monisha Shah 20,000 - 20,000

Mr. Raj Singh Bhandal 50,000 - 50,000

D. Risk Management Committee: The Board has set up Risk Management Committee pursuant to the requirement of the Companies Act, 2013.

The Committee consists of Mr. I. Venkat (Chairman), Ms. Monisha Shah and Mr. Ismail Dabhoya as Members.

The Committee regularly reviews the Company’s assets and liabilities, its quality and business risk. The Internal

Auditors also report to the Committee form time to time of their observation on the risk management.

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company

has a strong risk management framework to identify, monitor and minimize risks as also identify business

opportunities.

The objectives and scope of the Risk Management Committee broadly comprise of:

Oversight of risk management performed by the executive management.

Reviewing the policy and framework in line with legal requirements and SEBI guidelines.

Reviewing risks and evaluate treatment including initiating mitigation actions.

Defining framework for identification, assessment, monitoring, mitigation and reporting of risks.

Within its overall scope as aforesaid, the Committee shall review risks trends, exposure, potential impact

analysis and mitigation plan

34

4. COMPANY POLICIES : During the year under review, the Board adopted the following policies:

(a) Policy on Related Party Transactions:

Pursuant to Clause 49 of the Listing Agreement and upon recommendation by the Audit Committee, the

Board of Directors, at its meeting held on 23rd January, 2015, approved and adopted the Policy on Related

Party Transactions. This Policy can be viewed on the Company’s website viz. www.nextmediaworks.com

in the “Investors” Section.

(b) Policy on Material Subsidiaries:

Pursuant to Clause 49 of the Listing Agreement and upon recommendation by the Audit Committee, the

Board of Directors, at its meeting held on 23rd January 2015, approved and adopted the Policy on Material

Subsidiaries. This Policy can be viewed on the Company’s website viz. www.nextmediaworks.com in the

“Investors” Section.

(c) Whistle Blower Policy:

Pursuant to Clause 49 of the Listing Agreement the Company has in place a Whistle Blower Policy and

the same can be viewed on the Company’s website viz. www.nextmediaworks.com in the “Investors”

Section.

(d) Nomination & Remuneration Policy:

Pursuant to Clause 49 of the Listing Agreement the Company has in place a Nomination & Remuneration

Policy and the same can be viewed on the Company’s website viz. www.nextmediaworks.com in the

“Investors” Section.

5. PERFORMANCE EVALUATION OF THE BOARD After taking into consideration one to one inputs received from the Directors, covering various aspects of the

Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture,

execution and performance of specific duties, obligations and governance; pursuant to the provisions of

the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual

performance evaluation of its own performance, the Directors individually as well as the evaluation of the

working of its Audit Committe and Nomination and Remuneration committee.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman

of the Board, who were evaluated on parameters such as level of engagement and contribution, independence

of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance

evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of

the Chairman and the Non-independent Directors was carried out by the Independent Directors who also

reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the

evaluation process.

6. MEETING OF THE INDEPENDENT DIRECTORS: During the year under review, the Independent Directors met on 27th March 2015, inter alia, to discuss:

(a) Evaluation of the performance of the Board of Directors as a Whole;

(b) Evaluation of the performance of the Chairman of the Company, taking into account the views of the

Non-executive Directors.

(c) Evaluation of the quality, content and timelines of flow of information between the management and the


35


Board that is necessary for the Board to effectively and reasonably perform its duties.

All the Independent Directors were present at the meeting.

7. OTHER INFORMATION:(a) The Corporate Identity Number allotted to the Company by the Ministry of Corporate Affairs is :

L22100MH1981PLC024052.

(b) Code of Conduct :

The Company has laid down a Code of Conduct for all Board members and the Senior Management

Personnel. The Code of Conduct is available on the Company’s website viz., www.nextmediaworks.com.

All the Board Members and Senior Management Personnel have affirmed compliance with the Code of

Conduct. A declaration to this effect signed by the Chairman & Managing Director forms part of this

Report.

(c) General Body Meetings :

(i) Location, Date and Time of Annual General Meetings held during the last 3 (three) years:

The Annual General Meetings (“AGM”) of the Company for the financial years 2011-12, 2012-13, and

2013-14 were held at Hall of Culture, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai - 400 018,

as detailed below :

AGM Financial Year Date of AGM

31st 2011-12 29th August 2012

32nd 2012-13 31st July 2013

33rd 2013-14 8th August 2014

(ii) Special Resolutions passed in the previous three Annual General Meetings:

31st AGM held on 29th

August 2014

(i) Special Resolution was passed to approve the remuneration to

Mr. Tarique Ansari as a Managing Director.

(ii) Special Resolution was passed to approve implementation of ESOP

Scheme.

(iii) Special Resolution was passed to approve implementation of ESOP

Scheme to Radio One Limited.

32nd AGM held on 31st

July 2013

(i) Special Resolution was passed for the re-appointment of Mr. Tarique

Ansari as the Managing Director of the Company.

(ii) Special Resolution was passed for payment of remuneration to

Mr. Tarique Ansari as the Managing Director of the Company.

33rd AGM held on 8th

August 2014

(i) Special Resolution was passed for the re-appointment of Mr. Tarique

Ansari as the Managing Director of the Company.

(ii) Special Resolution was passed for issue of shares to the Promoters

group Companies Viz. Ferari Investment & Trading Company Private

Limited and Meridian Holding & Leasing Company Private Limited

on preferential basis.

(iii) Resolution Passed by Postal Ballot on 18th February, 2015:

During the year 2014-15, the following resolutions were passed by Postal Ballot, results of which

were declared on 26th March 2015:

36

1. Increase in the Authorised Share Capital of the Company.

2. Alteration of the Capital Clause of the Memorandum of Association.

3. Alteration of the Capital Clause of the Article of Association.

4. Raising of Funds upto ` 30 Crores by issue of Securities.

Mr. J U Poojari of M/s. J.U Poojari & Associates, Company Secretaries was appointed as the Scrutinizer for conducting the Postal Ballot process.

Procedure for Conducting Postal Ballot: After receiving the approval of the Board of Directors and consent of the scrutinizer, notice of the

Postal Ballot containing text of the Resolution and Explanatory Statement to be passed through postal ballot, Postal ballot Form and self-addressed postage pre-paid envelopes are sent to the shareholders to enable them to consider and vote for or against the proposal within a period of 30 days from the date of dispatch. The Company also provides e-voting facility to enable the shareholders to cast their vote by electronic means. A notice is also published in the newspapers regarding dispatch of Postal Ballot notices. After the last date of receipt of ballots, the Scrutinizer, after due verification, submits the result to the Chairman. Thereafter, the Chairman declares the result of the postal ballot. The same along with Scrutinizer’s Report is submitted to the Stock Exchanges and also displayed on the website of the Company.

8. OTHER DISCLOSURES:(a) Other than transactions entered into in the normal course of business for which necessary approvals are

taken and disclosures made, the Company has not entered into any materially significant related party transactions i.e., transactions of material nature, with its Promoters, Directors or the Management, their subsidiaries or relatives etc. that may have potential conflict with the interest of the Company at large. However, the Company has annexed to the accounts a list of all related parties as per the Companies Act, 2013 and Accounting Standard 18 and the transactions entered into with them.

(b) A qualified practicing Company Secretary conducts Share Capital Reconciliation Audit to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) along with shares held in physical form and the total issued and listed capital. The Share Capital Reconciliation Audit Report confirms that the total issued/paid-up capital is in agreement with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.

(c) The Chairman and Managing Director and the Chief Financial Officer have certified to the Board in accordance with Clause 49 (V) of the Listing Agreement pertaining to CEO / CFO Certification for the period ended 30th September, 2014.

(d) The Companies risk management framework is being reviewed and revised to minimize risk and strengthen risk assessment.

(e) During the last three years, there were no strictures or penalties imposed either by Securities and Exchange Board of India or the Stock Exchange or any regulatory authority for non-compliance of any matter related to the capital market.

(f) No personnel have been denied access to the Chairman or members of the Audit Committee. The mechanism of Whistle Blower Policy is in place.

(g) To the extent possible, the Company has complied with the mandatory requirement of this clause.

(h) The Company has complied with all applicable Accounting Standards in preparation of its financial

statements pursuant to the amended Schedule III of Companies Act, 2013.


37


9. MEANS OF COMMUNICATION :a. Financial Results: As required under the Listing Agreement, Quarterly and Half-Yearly results of the

Company are published within forty five days from the end of the respective quarter and the annual audited results are announced as and when approved by the Board. The financial results are published usually in the Free Press Journal.

b. News Releases, Presentations etc.: Official news releases, detailed presentations made to media, analysts, institutional investors etc. if any, are displayed on the Company’s website viz. www.nextmediaworks.com. Official announcements are sent to the Stock Exchanges.

c. Website: The Company’s corporate website www.nextmediaworks.com provides information about the Company’s business. It also contains a separate dedicated Section ‘Investor Relations’ where shareholders information is available. The Annual Report of the Company is also available on the website in a user-friendly and downloadable format.

d. Annual Report: Annual Report containing, inter alia, Audited Annual Accounts, Consolidated Financial Statements, Directors’ Report, Auditors’ Report and other important information is circulated to members and others entitled thereto. The Management Discussion and Analysis (MD&A) Report forms part of the Annual Report.

e. There were no presentations made to the institutional investors or to the analysts.

10. MANDATORY REQUIREMENT : The Company has complied with the mandatory requirements of Clause 49 of the Listing Agreement relating

to Corporate Governance.

11. NON-MANDATORY REQUIREMENTS :

Subsidiary Monitoring Framework:

All Subsidiaries of the Company are Board managed with their Boards having the rights and obligations to

manage such Companies in the best interest of their stakeholders. As a majority shareholder, the Company has

nominated its representatives on the Boards of subsidiary Companies and monitors the performance of such

companies, inter alia, by means of taking Consolidated Accounts and including all items of the subsidiaries as

required under the provision of the Companies Act 2013.

12. GENERAL SHAREHOLDER INFORMATION:

Annual General Meeting 6th August 2015.

Financial Year 1st April 2014 to 31st March 2015.

Date of Book Closure 31st July 2015 to 5th August 2015 (both days inclusive).

Dividend Payment No Dividend

Listing on Stock Exchanges (1) Bombay Stock Exchange Limited(2) National Stock Exchange of India Limited

The Company has paid the listing fees to the Stock Exchanges.

Stock Code BSE: 532416

NSE: NExT MEDIA EQ

NSDL/CDSL - ISIN - INE747B01016

Registered office of Company 156, D.J Dadajee Road, Behind Everest Building, Tardeo, Mumbai-400 034Tel: +91-22-67527038Email: [email protected] site: www.nextmediaworks.com

38

Market Price Data from NSE & BSE website:

MONTH BSE (High) BSE (Low) NSE (High) NSE (Low)

Apr-2014 4.50 2.90 4.50 2.90

May-2014 6.29 4.00 6.45 4.00

Jun-2014 9.17 6.06 9.00 6.10

Jul-2014 8.95 6.70 8.80 6.55

Aug-2014 7.77 6.60 7.65 6.55

Sept-2014 9.28 6.01 9.35 6.05

Oct-2014 8.54 6.20 8.55 6.40

Nov-2014 12.62 7.50 12.85 7.50

Dec-2014 16.35 12.01 16.35 11.90

Jan-2015 21.00 15.60 21.50 15.65

Feb-2015 19.70 13.85 20.40 14.10

Mar-2015 18.50 11.50 18.20 10.65

PERFORMANCE IN COMPARISON TO BSE SENSEX

Financial Calendar (tentative and subject to change) (AT THE END OF THE YEAR)

Particulars Date

Financial results for 1st Qtr ended 30th June 2015 August 06, 2015

Financial results for 2nd Qtr ended 30th September 2015 November 2015

Financial results for 3rd Qtr ended 31st December 2015 February 2016

Financial audited results for the year ended 31st March 2016 Apr/ May 2016


39


Registrar and Share Transfer Agent Link Intime India Private LimitedC-13, Pannalal Silk Mills Compound,L.B.S. Marg, Bhandup (West), Mumbai – 400 078.Tel: +91-22-2596 3838, Fax: +91-22-2594 6969Email: [email protected]

Share Transfer System The Board has delegated the authority for approving transfer, transmis-

sion, etc. of the Company’s securities to the Stakeholder relationship

Committee.

The Company obtains from a Company Secretary in practice, half yearly

certificate of compliance with the share transfer formalities as required

under Clause 47(c) of the Listing Agreement with Stock Exchanges and

files a copy of the certificate with the Stock Exchanges.

The Distribution of Shareholding as on 31st March 2015

No. of Equity Shares held

No. of Shareholders

% of Total Shareholders

No. of Shares % to total Shares

1-500 15749 81.23 2615090 4.00

501-1000 1768 9.11 1506591 2.30

1001-2000 835 4.31 1323002 2.02

2001-3000 279 1.44 741714 1.14

3001-4000 144 0.74 525344 0.80

4001-5000 166 0.86 803907 1.23

5001-10000 214 1.10 1615343 2.48

10001 and above 233 1.20 56204285 86.02

TOTAL 19388 100.00 65335276 100.00

Category of Shareholders as on 31st March, 2014

Category No. of Shareholders No of Shares Held Voting Strength (%)

Individuals 18853 16090259 24.63

Bodies Corporates 365 6580535 10.07

Clearing Members and Trust 85 364193 0.56

FIIs 4 1822664 2.79

Promoters Group 8 39838852 60.98

Mutual Funds, Banks, Financial Institutions

1 35000 0.05

Non Resident Indians 72 603773 0.92

TOTAL 19388 65335276 100.00

Shareholder’s Information

40

14. Dematerialisation of shares 99.99% of the total equity capital is held in dematerialised form with NSDL and CDSL as on 31st March, 2015. As

per guidelines of SEBI, the trading in equity shares of the Company is permitted only in dematerialised form.

Particulars No. of Shares % of Total Capital Issued

NSDL 56440825 86.37

CDSL 8892486 13.60

Physical 1965 0.003

Total 65335276 100.00


41


CERTIFICATE PURSUANT TO CLAUSE 49(IX) OF THE LISTING AGREEMENT

We, Mr. Tarique Ansari, Managing Director and Mr. Ismail Dabhoya, Chief Financial Officer hereby certify for the

financial year ended 31st March 2015 that: -

(a) We have reviewed financial statements and the cash flow statement for the year and that to the best of our

knowledge and belief:

(i) these statements do not contain any materially untrue statement or omit any material fact or contain

statements that might be misleading;

(ii) these statements together present a true and fair view of the Company’s affairs and are in compliance

with existing accounting standards, applicable laws and regulations.

(b) There are, to the best of our knowledge and belief, no transactions entered into by the Company during the

year which are fraudulent, illegal or violative of the Company’s code of conduct.

(c) We accept responsibility for establishing and maintaining internal controls for financial reporting and that we

have evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting

and we have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of

such internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify

these deficiencies.

(d) We have indicated to the auditors and the Audit committee

(i) that there are no significant changes in internal control over financial reporting during the year;

(ii) that there are no significant changes in accounting policies during the year; and

(iii) that there are no instances of significant fraud of which we have become aware.

Tarique Ansari Ismail Dabhoya

Managing Director Chief Financial Officer

(Din: 00101820)

Date: 18th June, 2015

42

PRACTICING COMPANY SECRETARY'S CERTIFICATE ON CORPORATE GOVERANCE

To the Members of Next Mediaworks Limited

We have examined the Compliance of conditions of Corporate Governance by Next Mediaworks Limited (“the

Company”), for the financial year ended 31st March, 2015, as stipulated in Clause 49 of the Listing Agreement

entered into with the Stock Exchanges.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examination

was limited to a review of procedures and implementations thereof, adopted by the Company for ensuring the

compliances with the conditions of the Corporate Governance as stipulated in the said Clause 49. It is neither an

audit nor an expression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us and the representations

made by the Directors and the management, we certify that the Company has complied with the conditions of the

Corporate Governance as stipulated in Clause 49 of the above mentioned Listing Agreement.

We further state that such compliance is neither an assurance as to the future viability of the Company nor of the

efficiency or effectiveness with which the management has conducted the affairs of the Company.

For J U Poojari & Associates

Practicing Company Secretary

J.U POOJARI

ACS: 22867 CP: 8187

Mumbai 18th June, 2015

DECLARATION PURSUANT TO CLAUSE 49(II) (E) OF THE LISTING AGREEMENT

In accordance with Clause 49(II)(E) of the Listing Agreement with the Stock Exchanges, I hereby declare that

the Directors and Senior Management of the Company have affirmed compliance with the Code of Conduct as

applicable to them for the year ended 31st March 2015.

For Next Mediaworks Limited

Tarique Ansari

Managing Director

(DIN: 00101820)

Mumbai 18th June, 2015


43


To the Members of Next Mediaworks Limited

Report on the Standalone Financial Statements

We have audited the accompanying standalone financial statements of Next Mediaworks Limited, which comprise

the Balance Sheet as at March 31, 2015, and the Statement of Profit and Loss, the Cash Flow Statement for the year

then ended and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013

(“the Act”) with respect to the preparation of these standalone financial statements that give a true and fair view

of the financial position, financial performance and cash flows of the Company in accordance with the accounting

principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act,

read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate

accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and

for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting

policies; making judgements and estimates that are reasonable and prudent; and design, implementation and

maintenance of adequate internal financial controls and ensuring their operating effectiveness and the accuracy

and completeness of the accounting records, relevant to the preparation and presentation of the standalone

financial statements that give a true and fair view and are free from material misstatement, whether due to fraud

or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are

required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the

Act. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain

reasonable assurance about whether the standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the

standalone financial statements. The procedures selected depend on the auditors’ judgment, including the

assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or

error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation

of the standalone financial statements that give a true and fair view in order to design audit procedures that are

appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in

place an adequate internal financial controls system over financial reporting and the operating effectiveness of such

controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness

of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the

standalone financial statements.

INDEPENDENT AUDITORS’ REPORT

44

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit

opinion on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid

standalone financial statements give the information required by the Act in the manner so required and give a true

and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the

Company as at 31st March, 2015, its loss and its cash flows for the year ended on that date.

Emphasis of Matter

1. We draw attention to Note no. 24 of the audited financial statements with regards to the Mangerial

Remuneration paid to the Managing Director by the Company during the period from 1st July, 2013 to 31st

March, 2015 which is subject to approval of Central Governement.

2. We draw attention to Note No. 21 of the audited financial statements with regards to the Company's investment

in its subsidiary Next Radio Limited (formerly known as Radio One Limited) amounting ` 15,602.86 Lacs. For

reasons stated in the Note, no provision is consideted necessary by the Management of the Company against

such investment.

Our opinion is not modified in respect of these matters.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors’ Report) Order, 2015 (“the Order”) issued by the Central Government

of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure, a statement on the

matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, we report that:

a. we have sought and obtained all the information and explanations which to the best of our knowledge

and belief were necessary for the purpose of our audit;

b. in our opinion, proper books of account as required by law have been kept by the Company so far as it

appears from our examination of those books;

d. The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are

in agreement with the books of account;

e. In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards

specified under Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014;

The matter described in sub-paragraph 2 under the Emphasis of Matter paragraph above, in our opinion,

may have an adverse effect on the functioning of the Company.

f. On the basis of written representations received from the directors as on March 31, 2015, and taken on

record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being

appointed as a director in terms of Section 164(2) of the Act;

Independent Auditors’ Report


45


g. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of

the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and

accoding to the explanations given to us;

(i) The Company has disclosed the the impact of pending litigations on its financial position in its

standalone financial statements - Refer note 20 on Contingent Liabilities to the Standalone financial

statements;

(ii) As per information and explanation give to us, the Company did not have any long-term contracts

including derivative contracts hence, the question of any material foreseeable losses does not

arise;

(iii) There were no amounts which were required to be transferred to the Investor Education and

Protection Fund by the Company.

For Haribhakti & Co. LLP

Chartered Accountants

ICAI Firm Reg No. 103523W

Atul Gala

Partner

Membership No. 48650

Mumbai: 29th April, 2015

ANNEXURE TO INDEPENDENT AUDITORS’ REPORT[Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ in the

Independent Auditors’ Report of even date to the members of Next Mediaworks Limited on the

Standalone financial statements for the year ended 31st March, 2015]

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and

situation of fixed assets.

(b) During the year, the fixed assets of the company have been physically verified by the management and

as informed, no material discrepancies were noticed on such verification. In our opinion, the frequency

of verification is reasonable having regard to the size of the Company and the nature of its assets.

(ii) The Company does not hold any inventory and hence Clause 4(ii) (a), 4(ii) (b) and 4(ii) (c) is not applicable to

the Company.

(iii) As informed, the Company has not granted any loans, secured or unsecured to companies, firms or other

parties covered in the register maintained under section 189 of the Act. Accordingly, the provisions stated in

paragraph 3 (iii)(a) and 3 (iii) (b) of the Order are not applicable.

Independent Auditors’ Report

46

(iv) In our opinion and according to the information and explanations given to us, there exists an adequate internal

control system commensurate with the size of the Company and the nature of its business for the purchase of

fixed assets and for the sale of services. During the course of our audit, we have not observed any continuing

failure to correct major weakness in internal control system of the Company.

(v) In our opinion and according to the information and explanations given to us, the Company has not accepted

any deposits from the public within the provisions of Section 73 to 76 of the Act and the rules framed there

under.

(vi) The Central Government of India has not prescribed the maintenance of cost records for any of the products

of the Company under Sub-section (1) of Section 148 of the Act and the rules framed there under.

(vii) The Company is generally regular in depositing with appropriate authorities undisputed statutory dues including

provident fund, employees’ state insurance, income-tax, sales-tax, wealth-tax, service tax, value added tax,

customs duty, excise duty, cess and any other material statutory dues applicable to it, however, there have

been delays in payment of Income Tax deducted at source in few cases.

and

(a) According to the information and explanations given to us, undisputed dues in respect of provident fund,

income-tax, sales-tax, service tax, value added tax, cess and any other material statutory dues applicable

to it, which were outstanding at the year end for a period of more than six months from the date they

became payable are as follows.

Name of the

statute

Nature of

the dues

Amount Period to which

the amount relates

Due Date Date of

Payment

Income Tax TDS on Rent 2.28 lacs 2014-15 07-09-2014 Not paid

(b) According to the information and explanations given to us, the dues outstanding with respect to, income

tax, sales-tax, service tax, value added tax, cess and any other material statutory dues applicable to it, on

account of any dispute, are as follows.

Name of the

statute

Nature of

the dues

Amount Period to which

the amount relates

Forum where dispute is

pending

Income Tax

Act, 1961

Income Tax 152.65 lac AY 2009-2010 ITAT

(c) According to the information and explanations given to us, there were no amounts which were required

to be transferred to the Investor Education and Protection Fund by the Company.

(viii) The Company does not have accumulated losses at the end of the financial year. However, the company has

incurred cash losses during the financial year covered by our audit and the immediately preceding financial

year.

(ix) According to the information and explanations given to us, the Company has not defaulted in repayment of

dues to a financial institution(s), bank(s) or debenture holder(s).


ANNEXURE TO AUDITORS’ REPORT

47


(x) The Company has given counter guarantees for loans taken by others from banks or financial institutions

aggregating ̀ 1,153 lacs (` 1,771 lacs) as on balance sheet date, where the terms and conditions in our opinion

are prima facie not prejudicial to the interest of the Company.

(xi) The Company has not obtained any term loans during the year.

(xii) During the course of our examination of the books and records of the Company, carried out in accordance

with the generally accepted auditing practices in India, and according to the information and explanations

given to us, we have neither come across any instance of fraud on or by the Company, noticed or reported

during the year, nor have we been informed of any such instance by the management.




Atul Gala

Partner


Mumbai: 29th April, 2015

48

Particulars Refer Note No.

As at 31st Mar, 2015


` in lakhs ` in lakhs

Equity and Liabilities

Shareholders’ funds

Share capital 4 6,499.88 5,829.88

Reserves and surplus 5 8,248.74 8,707.20

14,748.62 14,537.08

Non-current liabilities

Long-term borrowings 6 82.30 1,208.54

Long-term provisions 7 5.84 12.98

88.14 1,221.52

Current liabilities

Other current liabilities 8 906.87 107.46

Short-term provisions 7 5.05 5.75

911.92 113.21

Total 15,748.68 15,871.81

Assets

Non-current assets

Fixed assets 9

Tangible assets 18.86 24.61

Non-current investments 10 15,602.87 15,602.87

Deferred tax assets (net) 11 - 111.30

Long-term loans and advances 13 106.91 100.91

Current assets

Cash and Bank Balances 12 1.44 3.57

Short-term loans and advances 13 18.60 28.55

20.04 32.12

Total 15,748.68 15,871.81

Summary of significant accounting policies 3

The Notes are an integral part of financial statements

BALANCE SHEET as at 31st March, 2015

As per our report of even date attached For Haribhakti & Co. LLPChartered AccountantsICAI Firm Regn No. 103523W

For and on behalf of the Board of Directors of Next Mediaworks Limited

Atul Gala (Partner)Membership No.: 48650

Tarique Ansari Director

(DIN: 00101820)

Adille SumariwallaDirector

(DIN: 00045855)

Manoj Gujaran Ismail Dabhoya

Place: Mumbai Company Secretary Chief Financial Officer

Date: 29th April, 2015


49






(DIN: 00101820)


(DIN: 00045855)





Year Ended 31st Mar, 2015



Revenue From Operations

Income from operation - -

Total Revenue - -

Expenses

Employee Benefit Expenses 14 155.96 117.13

General & Administration Expenses 15 97.43 143.90

253.39 261.03

Earnings Before Interest, Tax, Depreciation and

Amortization (EBITDA) [Refer Note 3(p)]

(253.39) (261.03)

Depreciation & Amortization 9 5.75 0.57

Finance charges 16 100.57 90.47

Profit / (Loss) before tax (359.71) (352.07)

Tax expense:

Deferred tax 111.30 -

Profit (Loss) for the year (471.01) (352.07)

Earnings per equity share:

Basic & Diluted 17 (0.76) (0.60)



PROFIT AND LOSS STATEMENTfor the year ended 31st March, 2015

50

Particulars Year ended 31st Mar, 2015

Year ended 31st Mar, 2014


A. Net Cashflow from operating Activities

Net Profit / (Loss) before tax (359.71) (352.07)

Depreciation 5.75 0.57

Employee Stock Option 12.54 -

Sundry Balance w/off 17.24 -

Interest & finance cost 100.57 90.47

Rent Equilisation Reserve 0.76 0.51

Operational Profit before Working Capital (222.85) (260.52)

Adjustments for changes in Working Capital

Other Current assets (7.29) (11.94)

Current Liabilities & provisions 718.06 17.09

Sub-Total 710.77 5.15

Cash generated from operations 487.92 (255.37)

Tax (6.00) (55.47)

Net Cash Flow from Operating Activities ( A ) 481.92 (310.84)

B. Cash Flow from Investing Activities

Investments (net) - (0.01)

Interest received - 208.82

Net Cash Flow from Investing Activities ( B ) 0.00 208.81

C. Cash Flow from financing Activities

Capital 670.00 -

Long Term & Other borrowings - 548.54

Repayment of Long Term & Other borrowings (1126.24) (325.00)

Interest Paid (27.82) (122.49)

Net Cash Flow from Financing Activities ( C ) (484.06) 101.05

Net Increase/decrease in Cash & Cash Equivalents (A+B+C) (2.14) (0.97)

Cash & Cash Equivalents at the beginning of the year 3.57 4.54

Cash & Cash Equivalents at the end of the year 1.43 3.57

CASH FLOW STATEMENT





(DIN: 00101820)


(DIN: 00045855)





51


1. Corporate Information Next Mediaworks Limited (‘the company’) is a public company domiciled in India and incorporated under the

provisions of Companies Act, 1956.

The Company was incorporated for several multimedia activities; including but not limited to; the business as broadcasters, marketers of television programs, television films and television software, to carry on the business of a Advertising agents, to provide on-line and/or interactive information, online music and news for business and general use, to deal in internet commerce and all internet related activity, the main business being that of printing and publishing.

Pursuant to the Scheme of Arrangement with Jagran Prakashan Limited ("JPL") the entire print and publishing business of the Company, along with all the related licences, trade marks, logos etc transferred in the name of JPL and accordingly the name "MiD DAY" and its Logo were transferred to JPL in order to avoid any disruption in the use of the name "MiD DAY" and its Logo. The Company’s name was thus changed to "Next Mediaworks Ltd".

2. Basis of preparation The Financial statements of the company have been prepared in accordance with generally accepted

accounting principles in India (Indian GAAP). The Company has prepared these financial statements to comply in all material respects with the accounting standard specified u/s 133 of Companies Act, 2013 read with Rule 7 of the Companies(Accounts) Rules, 2014 and the relevant provision of the Companies Act, 2013. The financial statements have been prepared on an accrual basis and under historical cost convention. The accounting policies have been consistently applied by the company and are consistent with those used in previous year.

3. Summary of significant accounting policies a) Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires the management of the company to make estimates and assumptions that affect the reported amounts of income and expenses of the period and the reported balances of assets and liabilities and the disclosures relating to contingent liabilities as of the date of the financial statements. Difference, if any, between the actual results and estimates is recognized in the period in which the results are known.

b) Tangible fixed assetsFixed assets are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. The cost comprises purchase price, borrowing costs if capitalization criteria are met and directly attributable cost of bringing the asset to its working condition for the intended use.

Subsequent expenditure related to an item of fixed asset is added to its book value only if it increases the future benefits from the existing asset beyond its previously assessed standard of performance. All other expenses for existing fixed assets, including day-to-day repair and maintenance expenditure and cost of replacing parts, are charged to the statement of profit and loss for the period during which such expenses are incurred.

Gains or losses arising from disposal of fixed assets are measured as the difference between the net disposal proceeds and the carrying amount of the fixed asset and are recognized in the statement of profit and loss when the asset is disposed.

c) Intangible assetsIntangible assets acquired separately are measured on initial recognition at cost. Following initial

NOTES TO FINANCIAL STATEMENTS for the year ended on 31st March, 2015

52

recognition, intangible assets are carried at cost less accumulated amortization and accumulated impairment, if any.

d) DepreciationDepreciation on fixed assets is provided on a straight-line basis using the rates arrived at based on the useful lives estimated by the management, or those prescribed under the Schedule II of the Companies Act, 2013, whichever is higher. Depreciation on additions during the year is provided on a pro-rata basis from the date of addition.

e) ImpairmentAt each Balance Sheet date the carrying amount of the assets is tested for impairment. If there is any indication of impairment, the company estimates the recoverable amount of the asset. If such recoverable amount of the asset or the recoverable amount of cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognized in the Statement of Profit and Loss. If at the Balance Sheet date there is an indication that the previously assessed impairment loss no longer exist, the recoverable amount is reassessed and the assets is reflected at the recoverable amount.

f) LeasesFinance leases, which effectively transfer to the company substantially all the risks and benefits incidental to ownership of the leased item, are capitalized at the inception of the lease term at the lower of fair value of the leased property and present value of minimum lease payments. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability.

Leases, where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item, are classified as operating lease. Operating lease payments are recognized as an expense in the statement of profit and loss on accrual basis.

g) Investments Investments, which are readily realizable and intended to be held for not more than one year from the date on which such investments are made, are classified as current investments. All other investments are classified as long-term investments.

On initial recognition, all investments are measured at cost. The cost comprises of purchase price and directly attributable acquisition charges such as brokerage, fees and duties.

Current investments are carried in the financial statements at lower of cost and fair value determined on an individual investment basis. Long-term investments are carried at costs. However provision for diminution in value is made to recognize a decline, other than temporary decline, in the value on investments.

On disposal of investment, the difference between its carrying amount and net disposal proceeds is charged off or credited to the statement of profit and loss.

h) Revenue recognitionRevenue is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured.

InterestInterest Income is recognized on a time proportion basis, taking into account the amount outstanding and the applicable interest rate.

Notes to financial statements


53


i) Foreign currency translation

Initial recognitionForeign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of transaction.

ConversionForeign currency monetary items are retranslated using the exchange rate prevailing at the reporting date.

The exchange differences arising on the settlement of the monetary items or on reporting such items at rates different from those at which they were initially recorded in previous financial statements are recognized in the Statement of Profit & Loss.

j) Retirement and other employee benefitsShort term employee benefits payable wholly within twelve months of rendering services such as salaries, wages, etc. are recognized in the period in which the employee renders the related service.

Defined Contribution Plan: The Company’s contribution to the state governed employees' provident fund scheme is a defined contribution plan. The contribution paid / payable under the scheme is recognized during the period in which the employee renders the related service.

Defined Benefit Plan: The Company’s gratuity fund managed through the gratuity trust is company’s defined benefit plan. The present value of obligations under such defined benefit plans is determined based on actuarial valuation using the projected unit credit method.

Long Term Employee Benefits: The obligation of long term employee benefits such as long term compensated absences is recognized in the same manner as in the case of defined benefit plans.

k) Income TaxesTax expense comprises current and deferred tax. Current tax is determined on the basis of taxable income and tax credits computed in accordance with the provisions of the Income Tax Act, 1961.

Deferred tax is recognized, subject to the consideration of prudence, on timing differences, being the difference between taxable incomes and accounting income that originate in one period and are capable of reversal in one or more subsequent periods.

Deferred Tax Asset arising on account of unabsorbed tax losses and unabsorbed depreciation are accounted for on prudence basis when there is a virtual certainty that sufficient future taxable income will be available against which such deferred tax asset can be realized.

l) Earnings Per ShareBasic earning per share are calculated by dividing the net profit or loss for the period attributable to the equity shareholders (after deducting preference dividends and attributable expenses) by the weighted average number of equity shares outstanding during the period. The weighted average number of equity share outstanding during the period is adjusted for events such as bonus issue, bonus element in a rights issue, share spilt and reverse share spilt (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources.

For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

m) ProvisionsA provision is recognized when the company has a present obligation as a result of a past event, it


54

is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the obligation. Provisions are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates.

n) Contingent liabilities, contingent assetsA contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. The Company does not recognize a contingent liability but discloses its existence in the financial statements.

Contingent assets are neither recognized nor disclosed.

o) Cash and cash equivalentsCash and cash equivalents for the purposes of cash flow statement comprise cash at bank and in hand and short-term investments with an original maturity of three months or less.

p) Measurement of EBITDAThe company has elected to present earning before interest, tax, depreciation and amortization (EBITDA) as a separate line item on the face of the statement of profit and loss. The company measures EBITDA on the basis of profit / (loss) from continuing operations. In its measurement, the company does not include depreciation and amortization expense, finance costs and tax expense.

4. Share Capitala. Authorized and issued and paid-up capital

As at 31st Mar, 2015 As at 31st Mar, 2014

Number of Shares

Amount (`) in lakhs

Number of Shares

Amount (`) in lakhs

Authorized Capital

Equity Shares of ` 10/- each 70,000,000 7,000.00 70,000,000 7,000.00

70,000,000 7,000.00 70,000,000 7,000.00

Issued, Subscribed & Paid up Capital

Equity Shares of ` 10/- each fully paid 64,998,756 6,499.88 58,298,776 5,829.88

64,998,756 6,499.88 58,298,776 5,829.88

b. Reconciliation of the Equity shares outstanding at the beginning and at the end of the year


Number of Shares

Amount (`) in lakhs

Number of Shares

Amount (`) in lakhs

Shares outstanding at the beginning of the year

58,298,776 5,829.88 58,298,776 5,829.88

Add: Shares issued during the year 6,699,980 670.00 - -

Less: Shares bought back during the year - - - -

Shares outstanding at the end of year 64,998,756 6,499.88 58,298,776 5,829.88

c. Terms / rights attached to equity shares The company has only one class of equity shares having par value of ̀ 10 per share. Each holder of equity share



55


is entitled to one vote per share. The Company declares and pays dividends in Indian Rupees. The dividend proposed, if any, by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting. In the event of liquidation the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

d. Details of Shareholders holding more than 5% shares in the company


Equity Shares Number of Shares

% of Holding Number of Shares

% of Holding

Mr. Khalid Ansari 4,338,055 6.64% 4,338,055 7.37%

Mr. Tarique Ansari 4,337,298 6.64% 4,337,298 7.37%

Mrs. Rukya Ansari 4,615,075 7.06% 4,337,298 7.37%

Mr. Sharique Ansari 4,337,298 6.64% 4,337,298 7.37%

Ms. Tehzeb Ansari 4,337,298 6.64% 4,337,298 7.37%

Bennett, Coleman and Company Ltd. 3,649,391 5.59% 3,649,391 6.20%

Ferari Investments & Trading Company Pvt. Ltd.

9,659,226 14.78% 5,839,226 9.92%

Meridian Holding and Leasing Co. Pvt. Ltd.

7,469,856 11.43% 4,447,679 7.56%

Total 42,743,497 65.42% 35,623,543 60.53%

e. There are no equity shares issued as bonus shares, or for consideration other than cash during the period five

years immediately preceding the reporting date.

f. ESOP: Please refer note no 26.

5. Reserves & Surplus

Particulars

As at 31st Mar,

2015

Amount

(`) in lakhs

As at 31st Mar,

2014

Amount

(`) in lakhs

Securities Premium

Opening Balance 8,393.09 8,393.09

8,393.09 8,393.09

Employee Stock Option Outstanding 355.04 -

Less: Deferred Employee Compensation Cost (342.49) -

12.55 -

Surplus

Opening Balance 314.11 666.18

Add: Net Profit / (Loss) for the year (471.01) (352.07)

Closing Balance (156.90) 314.11

Total Reserves & Surplus 8,248.74 8,707.20


56


6. Long Term Borrowings

Particulars

Non – Current Portion

As at 31st

Mar, 2015

As at 31st

Mar, 2014

Amount

(`) in lakhs

Amount

(`) in lakhs

Unsecured Borrowings

Inter Corporate Loans

- From Related parties 82.30 1,208.54

82.30 1,208.54

Unsecured loans from related parties are payable at end of tenure of loan i.e. 8 years

7. Provisions

Particulars

Long Term Short Term

As at 31st

Mar, 2015

As at 31st

Mar, 2014

As at 31st

Mar, 2015

As at 31st

Mar, 2014

Amount

(`) in lakhs

Amount

(`) in lakhs

Amount

(`) in lakhs

Amount

(`) in lakhs

Provision for Employee Benefits

Gratuity (Funded) - 3.24 4.92 4.87

Leave Encashment (Unfunded) 4.57 9.23 0.13 0.88

Rent Equalisation Reserve 1.27 0.51 - -

5.84 12.98 5.05 5.75

8. Other Current Liabilities

As at 31st

Mar, 2015As at 31st Mar, 2014

Amount

(`) in lakhs

Amount

(`) in lakhs

Other Liabilities

Statutory Dues Payable 6.52 6.67

Other Current Liabilities 35.92 59.12

Advances Received 750.00 -

Interest Accrued but not due to related parties 114.42 41.67

906.87 107.46


57


9. Fixed AssetsAmount (`) in lakhs

Particulars

Gross Block Depreciation Net Block

As at 1st Apr,

2014

Additions Deductions As at 31st Mar,

2015

As at 1st Apr, 2014

For the period

Deductions As at 31st Mar,

2015

As at 31st Mar,

2015

As at 31st Mar,

2014

Tangible Assets:

Office Premises 35.25 - - 35.25 10.63 5.75 - 16.38 18.86 24.61

Office Equipments 0.61 - - 0.61 0.61 - - 0.61 - -

Total Tangible Assets

35.86 - - 35.86 11.24 5.75 - 16.99 18.86 24.61

Intangible Assets:

Softwares 28.30 - - 28.30 28.30 - - 28.30 - -

Total Intangible Assets

28.30 - - 28.30 28.30 - - 28.30 - -

Total 64.16 - - 64.16 39.55 5.75 - 45.29 18.86 24.61

Intangible Assets under development

- -

Total 64.16 - - 64.16 39.55 5.75 - 45.29 18.86 24.61

Previous Year (as on 31st March, 2014)

64.16 - - 64.16 38.97 0.57 - 39.55 24.61

10. Non Current Investment

Particulars


Number of Shares

Amount

(`) in lakhs

Number of Shares

Amount

(`) in lakhs

Trade Investments (Unquoted)

Investments in Subsidiaries

Next Outdoor Limited (Equity Shares of ` 10/- Each)

3,494,200 349.42 3,494,200 349.42

Digital One Pvt Limited (Equity Shares of ` 10/- Each)

10,000 1.00 10,000 1.00

One Audio Limited (Equity Shares of ` 10/- Each)

50,000 5.00 50,000 5.00

Next Radio Limited (Equity Shares of ` 10/- Each)

96,430,770 13,025.86 96,430,770 13,025.86

Next Radio Limited (Preference Shares of ` 10/- Each)

25,770,000 2,577.00 25,770,000 2,577.00

Other Investments

Awami Co-op Bank Limited (Equity Shares of ` 10 each)

250 0.03 250 0.03

Dombivli Nagari Sahakari Bank (Equity Shares of ` 50/- Each)

20 0.01 20 0.01

Less: Provision for diminution in value of Investment

355.45 355.45

15,602.87 15,602.87


58


11. Deferred Tax Assets As per AS 22 on accounting for taxes on income, the company has reversed the entire amount of deferred tax

asset in the current year

Particulars



Amount (`) in lakhs

Amount (`) in lakhs

Deferred Tax Assets/ Liabilities

Carried Forward Losses - 110.02

Depreciation on Fixed Assets - (4.85)

Leave Encashment - 2.98

Gratuity - 3.15

- 111.30

12. Cash & Bank Balances

Particulars

Non-current Current





Amount (`) in lakhs

Amount (`) in lakhs

Amount (`) in lakhs

Amount (`) in lakhs

Cash & Cash Equivalents

Balances with banks - In Current Account

- - 1.44 3.57

Cash in Hand - - 0.00 0.00

- - 1.44 3.57

13. Loans & Advances

Particulars






Amount (`) in lakhs

Amount (`) in lakhs

Amount (`) in lakhs

Amount (`) in lakhs

Unsecured Considered Good

Sundry Deposit - - 3.80 3.80

Other Loans and Advances - - 4.53 1.46

Loans to Others - - 203.10 203.10

Less: Provision against Loans - - (201.73) (201.73)

Tax Deducted at Source / Advance Income Tax

106.91 100.91 - -

Other Taxes Receivable - - - 14.07

Prepaid Expenses - - 8.90 7.85

106.91 100.91 18.60 28.55


59


14. Employee Benefit Expenses

Particulars



Amount (`) in lakhs

Amount (`) in lakhs

Salary & Wages 115.30 109.43

Contribution to PF and other funds 7.58 7.51

Staff Welfare expenses & Other Employee expenses 0.54 0.19

Employee Compensation (ESOP) Exp 32.54 -

155.96 117.13

19. General & Administration Expenses

Particulars



Amount (`) in lakhs

Amount (`) in lakhs

Telephone charges 2.87 2.68

Travelling & Conveyance 8.48 11.99

Directors' sitting fees 3.71 3.40

Business Promotion 4.70 1.97

Auditors' remuneration :-

- Statutory Audit 1.00 1.00

- Tax Audit - -

- Others 1.00 0.65

Repairs & Maintainance - Others 0.70 2.77

Miscellaneous Expenses 0.68 1.95

Electricity charges 0.11 0.05

Sundry Balances W/Off 17.24 (0.00)

Hire Charges 3.10 2.54

Membership & Subscription fees 2.08 0.62

Legal & Professional Charges 17.35 91.09

Printing and stationery 7.67 5.24

Insurance 1.37 1.25

Rates and Taxes 1.81 1.00

Rent 23.56 15.71

97.43 143.90


60


16. Finance Charges

Particulars



Amount (`) in lakhs

Amount (`) in lakhs

Interest Charges

- On loans from Others 100.50 90.44

Other Borrowing Costs

- Bank Charges & Commission 0.07 0.03

100.57 90.47

17. Earnings per Share (EPS)

March 31, 2015 March 31, 2014

Net loss for the year attributable to equity shareholders (` in lakhs) (471.01) (352.07)

Calculation of weighted average number of equity shares

Number of shares at the beginning of the year 58,298,776 58,298,776

Weighted average number of Shares issued during the year 3,782,451 0

Weighted average number of equity shares at the end of the year 62,081,227 58,298,776

Basic and diluted earnings (in `) per share (0.76) (0.60)

18. In the opinion of the Board of Directors, all assets other than fixed assets have a value on realization in the

ordinary course of business atleast equal to the amounts stated in balance sheet.

19 Segment Reporting The Company has only one segment namely sale of online digital music, hence no separate disclosure of

segment wise information has been made.

20.(A) Contingent Liabilitiesa. In respect of guarantees issued by Company’s bankers to MSRDC and other authorities for ̀ 3.00 lakhs (Previous

Year ` 3.00 lakhs)

b Corporate guarantee issued to banks for Company’s Subsidiary for term loan of ` 412.73 lakhs (Previous Year ` 1150.00 lakhs) and Cash Credit limit of ` 740.00 lakhs.(Previous Year ` 740.00 lakhs)

c In respect of Income Tax demand under dispute (net of advances) ` 532.49 lakhs (Previous Year ` 1454.20

lakhs)

20.(B) Estimated amount of contracts remaining to be executed on capital account is Rs Nil(Previous Year ` Nil).

21. The company’s exposure in its subsidiary Next Radio Ltd.( Formerly known as Radio One Ltd.) limited through

investments is `15,602.86 lakhs. Though net worth of the subsidiary is substantially eroded, no provision

for impairment on this account is considered necessary by the management taking into consideration the

nature of Radio business and gradual improvement in performance of the subsidiary.Further, the management

has obtained a valuation of the Radio business from an independent valuer and based on his report, the

management does not believe that any provision is necessary against exposure in Radio business.


61


22. Related party disclosures

Names of related parties and related party relationship

a. Subsidiary Companies - Next Radio Limited (Formerly known as Radio One Limited)

One Audio Limited

Digital One Private Limited

Next Outdoor Limited

b. Under control of Management - Next Publishing Services Private Limited

Mid-Day Exports Pvt Ltd

Inquilab Offset Printers Ltd

Ferari Investments and Trading Co Pvt Ltd

Meridian Holding & Leasing Co Pvt Ltd

c. Key Managerial Personnel - Mr. Tarique Ansari, Managing Director

Related party transactions

Nature of Transactions Subsidiary Company

Under control of Management

Key Managerial Personnel

Interest Expenses 88.52 -

(24.24)

Meridian Holding & Leasing Co Pvt Ltd 0.91

(1.80)

Ferari Investments and Trading Co Pvt Ltd 10.93

(18.06)

Managerial Remuneration-Mr Tarique Ansari - - 71.36

(63.76)

Receipt of Unsecured Loan during the year -

Next Radio Ltd. 709.60

(548.54)


-


-

Repayment of Unsecured Loan During the

year - -

Next Radio Ltd. 1,181.84

-


(25.00)

Inquilab Offset Printers Ltd. -

(1.50)

Unsecued loan converted to equity during the

year


-


-


62


Nature of Transactions Subsidiary Company

Under control of Management


Unsecured Loan payable at end of year


(548.54)


(600.00)


(60.00)

Interest Payable - -


(24.24)


(5.08)

Meridian Holding & Leasing Co Pvt Ltd

(18.59)

Interest Receivable


-

23. Employee Benefits The Company has classified the various benefits provided to the employees as under.

a. Defined Contribution Plans

Provident Fund

The Company has recognized ` 7.58 lakhs in Profit & Loss Statement towards employer’s contribution to

provident fund.

b. Defined Benefit Plans

i. Contribution to Gratuity Fund (Funded Scheme)

ii. Leave Encashment (Non-funded Scheme)

In accordance with the Accounting Standards (AS 15) (Revised 2005), actuarial valuation was

performed in respect of the aforesaid defined benefit plans based on the following assumptions:

Discount Rate – 7.98% pa

Rate of Increase in compensation levels (pa) – 6.00% pa

Attrition Rate – 2.00% pa


63


a. Change in the Present Value obligation

Year Ended

31st Mar, 2015 (`) in lakhs

Year Ended


Present Value of Defined Benefit Obligation as at beginning of the

Period

53.87 54.41

Interest Cost 4.89 4.35

Current Service Cost 2.23 2.46

Benefits Paid - -

Actuarial (gain) / Loss on Obligation (0.12) (7.35)

Present Value of Defined Benefit Obligation as at end of the

period

60.86 53.87

b. Fair Value of Plan Assets (for Funded Scheme – Gratuity)

Present Value of Plan Assets as at beginning of the period 45.76 44.21

Expected Return on Plan Assets 4.15 3.54

Actuarial gain/(loss)on Plan Assets 6.03 (1.99)

Contributions - -

Benefits Paid - -

Fair Value of Plan Assets as at end of the period * 55.94 45.76

c. Reconciliation of Present Value of Defined Benefit Obligation and the Fair Value of Assets

Present Value of Funded Obligation as at end of the period 60.86 53.87

Fair Value of Plan Assets as at end of the period 55.94 45.76

Funded Asset recognised in the Balance Sheet (4.92) (8.11)

Included in provision (Schedule ) - -

Present Value of Unfunded Obligation as at end of the period - -

Unrecognised Actuarial gains / (losses) - -

Unfunded Liability recognised in the Balance Sheet - -


d. Amount Recognized in the Balance Sheet

Present Value of Defined Benefit Obligation as at the end of the

period

60.86 53.87

Fair Value of Plan Assets As at the end of the period 55.94 45.76

Liability / (Net Asset) recognized in the Balance Sheet 4.92 8.11


64


e. Expenses Recognized in the Profit & Loss Statement

Year Ended


Year Ended



Past Service Cost - -


Expected Return on Plan Assets (4.15) (3.54)

Curtailment Cost / (Credit) (6.15) (5.36)

Settlement Cost / (Credit) - -

Net Actuarial (gain) / Loss recognised in the Period - -

Total Expenses recognised in the Statement of Profit and Loss (3.19) (2.09)

The expected rate of return on plan assets is based on market expectation any the beginning of the year. The

rate of return on risk free investments is taken as reference for this purpose.

The company has based on actuarial Valuations reversed an amount of ` 5.41 lakhs on account of leave

encashment payable to the employees.

f. Other Disclosure

Experience Adjustments of last three years


(`) in lakhs


(`) in lakhs


(`) in lakhs

(Present Value Of Benefit Obligation as at the

End of the Period)

(60.86) (53.87) (54.41)

Fair Value Of Plan Assets as at End of the

period

55.94 45.76 44.21

Funded Status (Deficit)/Surplus (4.92) (8.11) (10.20)

Experience Adjustment On Benefit Obligation

(Gains)/Losses

(2.91) (4.39) 0.54

Experience Adjustments On Plan Assets (Losses)/

Gains

6.03 (1.99) 0.45

24 Managerial Remuneration During the year, the company has paid remuneration to Managing Director which is in excess of the

limits specified in Section 197 of the Companies Act,2013. Such higher remuneration is approved by the

Remuneration Committee and the Board of Directors. As required under Schedule V to the Companies Act,

2013 the Company has made an application to the Central Government for the approval of the same. The

approval of the members by way of special resolution was taken at the previous Annual General Meeting.

Managerial Remuneration debited to Statement of Profit and Loss ` 71.36 lakhs is subject to approval of the

Central Government.


65


25 Expenditure in Foreign Currency

ParticularsCurrent Year (`) in lakhs

Previous Year (`) in lakhs

Space on Server - -

Commission on Sales 2.22 0.83

Earning in Foreign Currency – ` Nil (Previous Year – ` Nil)

26. The company administers its ESOP Scheme through a Trust. The details of the Share Capital are as follows:

No. of Shares Nominal Value

Total No. Shares issued (Including for ESOP) 65,335,276 6,533.53

Shares Held by Trust under ESOP Scheme* (336,520) (33.65)

Share Capital reflected in Balance Sheet 64,998,756 6,499.88

* ESOP Trust (Mid-Day Exports Pvt Ltd) is holding in total 377,436 shares including 40,916 shares held from

earlier ESOP Scheme which is part of share Capital reflected in balance sheet.

27. During the year ended 31st March, 2015, the company has adopted the useful life of assets as given in part C of

Schedule II of the Companies Act, 2013. An excess amount of ` 5.17 lakhs relating to assets where the useful

life has already expired or changed, has been charged to Statement of Profit and Loss Account.

28. Figures for Previous Year have been regrouped/rearranged wherever required to make them comparable.


For Haribhakti & Co. LLPChartered AccountantsICAI Firm Regn No. 103523W




(DIN: 00101820)


(DIN: 00045855)




66

To The Members of Next Mediaworks Limited

We have audited the accompanying consolidated financial statements of Next Mediaworks Limited (“the Company”) and its subsidiaries (the Company and its subsidiaries “the Group”) which comprise the Consolidated balance sheet as at March 31, 2015, and the Consolidated Statement of Profit and Loss and Consolidated Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information.

Management’s Responsibility for the Consolidated Financial StatementsThe Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 (“the Act”) with respect to the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance and consolidated cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgements and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls and ensuring their operating effectiveness and the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors’ ResponsibilityOur responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those standards required that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the standalone financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company’s preparation of the standalone financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has the place an adequate internal financial controls system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the Company's Directors, as well as evaluating the overall presentation of the standalone financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Basis for Qualified Opiniona) As on the Balance Sheet date, one of its component have Deferred Tax Assets of ` 3,725.31 Lacs recognised

on the basis of unabsorbed Business Losses / unabsorbed Depreciation and expected profits in future. This is not in accordance with Accounting Standard 22 on “Accounting for Taxes on Income” which requires that such assets should be recognized to the extent that there is virtual certainty supported by convincing evidence that the future taxable income will be available against which such assets can be realized. In our opinion this expectation cannot be considered as virtual certainty to recognize such assets. Consequently, profits, the relevant asset and the reserves surplus for the year are overstated by ` 3,725.31 Lacs.

INDEPENDENT AUDITORS’ REPORTOn Consolidated Financial Statements of Next Mediaworks Limited

Next Mediaworks Limited & Subsidiaries (formerly known as Mid-Day Multimedia Limited & Subsidiaries)

67


b) In respect of contribution to the cost of Common Transmission Infrastructure in one of the radio stations by one of its component, which was hitherto in dispute and for which settlement was agreed during the year, the component has not capitalized the asset. The amount to be impaired / written off is ` 92.55 Lacs. Consequently the profit for the year, relevant asset and the reserves and surplus are overstated ` 92.55 Lacs.

Qualified OpinionIn our opinion and to the best of our information and according to the explanations given to us and based on the consideration of the reports of the other auditors on the financial statements of the subsidiaries, as mentioned in the ‘Other Matter’ paragraph below, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, the aforesaid consolidated financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India, of the state of affairs of the Group as at 31st March, 2015, its profit and its cash flows for the year ended on that date.

Emphasis of MatterWe draw attention to:

1. Note no. 29(a) of the audited consolidated financial statements with respect to the manaerial remuneration paid to the managing director by the Company during the period from July 1, 2013 to March 31, 2015 which is subject to approval of Central Governement.

2. Note no. 29(b) of the audited consolidated financial statements with respect to the manaerial remuneration paid to the managing director by one of the Subsidiary during the period from April 1, 2014 to March 31, 2015 which is subject to approval of Central Governement.

3. Note No. 30 of the audited financial statements with regards to the Company's investment in its subsidiary Next Radio Limited (formerly known as Radio One Limited) amounting ` 15,602.86 Lacs. For reasons stated in the note no provision is consideted necessary by the Management of the Company against such investment and consequent no impairment has been considered necessary of Goodwill on Consolidation amounting ` 5,489.67 Lacs in the Consolidated financial statements.

Our report is not modified in respect of the above matters.

Other MatterWe did not audit the financial statements of three subsidiaries, whose financial statements reflect total assets (net) of ` 14.50 Lacs as at March 31, 2015, total revenues of ` NIL and net cash inflows amounting to ` 0.01 Lacs for the year then ended. These financial statements have been audited by other auditors whose reports have been furnished to us by the Management, and our opinion in so far as it relates to the amounts and disclosures in respect of these subsidiaries. Our opinion is not qualified in respect of this matter.




Atul Gala

Partner


Mumbai: April 29, 2015

INDEPENDENT AUDITORS’ REPORT On Consolidated Financial Statements

68

ANNEXURE TO INDEPENDENT AUDITORS’ REPORT[Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ in the

Independent Auditors’ Report of even date to the members of Next Mediaworks Limited on the

Consolidated financial statements for the year ended March 31, 2015]

(i) (a) The Group and its subsidiaries has maintained proper records showing full particulars, including

quantitative details and situation of fixed assets.

(b) During the year, the fixed assets of the Group and its subsidiaries have been physically verified by the

management and as informed, no material discrepancies were noticed on such verification. In our

opinion, the frequency of verification is reasonable having regard to their size and the nature of their

assets.

(ii) The Group and its subsidiaries does not hold any inventory and hence Clause 4(ii) (a), 4(ii) (b) and 4(ii) (c) is not

applicable to the Company.

(iii) As informed, the Group and its subsidiaries have not granted any loans, secured or unsecured to companies,

firms or other parties covered in the register maintained under section 189 of the Act.

(iv) In our opinion and according to the information and explanations given by the management of the Group

and its subsidiaries, there exists an adequate internal control system commensurate with the size of respective

entities and the nature of its business for the purchase of fixed assets and for the sale of services. During the

course of audit, we have not observed any continuing failure to correct major weakness in internal control

system of the respective entities.

(v) In our opinion and according to the information and explanations given by the Management of the Group and

its subsidiaries, the respective entities have not accepted any deposits from the public within the provisions of

Section 73 to 76 of the Act of the rules framed there under.


of the Group and its subsidiaries under sub-section (1) of Section 148 of the Act and the rules framed there

under.

(vii) The Company and its subsidiaries are generally regular in depositing with appropriate authorities undisputed

statutory dues including provident fund, employees’ state insurance, income-tax, sales-tax, wealth-tax, service

tax, value added tax, customs duty, excise duty, cess and any other material statutory dues applicable to it.

However, in case of holding Company, Next Mediaworks Limited, there has been delay in few cases.

and

(a) According to the information and explanations given by the management of the Group and its subsidiaries,

undisputed dues in respect of provident fund, employees' state insurance, income-tax, sales-tax, wealth

tax, service tax, value added tax, cess and any other material statutory dues applicable to it, which were

outstanding at the year end, for a period of more than six months from the date they became payable

are as follows.

Name of Component

Nature of the

statute

Nature of the dues

Amount Period to which the amount relates

Due Date

Date of Payment

Next Mediaworks

Limited (Holding Company)

Income Tax TDS on Rent

2.28 Lacs 2014-15 07-09-2014

Not paid


69


(b) According to the information and explanations given to us, the dues outstanding with respect to,

income tax, sales-tax, wealth tax, service tax, value added tax, cess and any other material statutory dues

applicable to it, on account of any dispute, are as follows.

Name of Component

Nature of the

statute

Nature of the dues

Amount Period to which the amount relates

Forum where dispute is pending

Next Mediaworks Limited (Holding

Company)

Income Tax Act, 1961

Income Tax 152.65 Lacs

AY 2009-2010 ITAT

Next Radio Limited (Subsidiary

Company)


TDS 181.44 Lacs

AY 2011-2012 CIT (Appeals)

Next Radio Limited (Subsidiary

Company)


TDS 65.91 Lacs


(c) According to the information and explanations given by the management of the Group and its subsidiaries,

there were no amounts which were required to be transferred to the Investor Education and Protection

Fund by the respective entities.

(viii) The accumulated losses of the Group and its subsidiaries are not more than fifty percent of the net worth of

the respective entities. Further, the Group and its subsidiaries have not incurred cash losses during the financial

year covered by our audit and in the the immediately preceding financial year.

(ix) According to the information and explanations given given by the management of the Group and its subsidiaries,

the respective entities have not defaulted in repayment of dues to financial institution(s), bank(s) or debenture

holders(s).

(x) In our opinion and according to the information and explanations given by the management of the Group and

its subsidiaries, the terms and conditions of the guarantees given by the respective entities, for loans taken by

others from banks or financial institutions are not prejudicial to the interest of the respective entities.

(xi) The Group and its subsidiaries, have not obtained any term loans.

(xii) During the course of our examination of the books and records of the Group and its Subsidiaries, carried out

in accordance with the generally accepted auditing practices in India, and according to the information and

explanations given, we have neither come across any instance of fraud on or by respective entities, noticed or

reported during the year, nor have we been informed of any such case by the management of the respective

entities.




Atul Gala

Partner



70





Equity And Liabilities

Shareholders’ funds

Share capital 4 6,499.88 5,829.88

Reserves and surplus 5 5,685.94 5,778.95

12,185.82 11,608.83

Minority Interest 6 1,312.39 1,125.30

Non-current liabilities

Long-term borrowings 7 331.35 1,471.27


362.48 1,504.34

Current liabilities

Short-term borrowings 9 580.22 591.90

Trade payables 10 67.50 266.68

Other current liabilities 11 1,440.08 1,272.98


2,289.49 2,296.90

16,150.18 16,535.36

Assets

Non-current assets

Fixed assets 12

Tangible assets 838.60 1,271.78

Intangible assets 6,809.67 7,795.75

7,648.27 9,067.53

Non-current investments 13 0.51 0.51

Deferred tax assets (net) 14 3,745.41 4,122.71

Long-term loans and advances 15 407.30 519.32

Other non-current assets 17 254.22 218.02

Current assets

Trade receivables 16 1,533.67 1,684.96

Cash and Bank Balances 17 1,860.12 245.05


Other current assets 18 16.20 67.67

4,094.47 2,607.27

16,150.18 16,535.36

Summary of significant accounting policies

The Notes are an integral part of financial statements 3

CONSOLIDATED BALANCE SHEET as at 31st Mar, 2015





(DIN: 00101820)


(DIN: 00045855)





71






(DIN: 00101820)


(DIN: 00045855)








Revenue from Operations

Advertisement Income 6,542.88 5,896.56

Other income 19 180.56 -

Total Revenue 6,723.44 5,896.56

Expenses

Radio license fees 394.75 419.32

Employee Benefit Expenses 20 1,977.37 1,361.02

Operating expenses 21 1,241.38 1,390.14


4,488.26 4,077.12

Earnings Before Interest, Tax, Depreciation and Amortization (EBITDA)-[Refer Note 3(p)] 2,235.18 1,819.44

Depreciation & Amortization 12 1,363.73 1,229.38

Finance charges (Net) 23 292.34 457.22

Profit / (Loss) before tax 579.11 132.84

Tax expense:

Deferred tax for the current period 14 377.30 231.97

Profit (Loss) for the year 201.81 (99.14)

Less: Share of Profit / (Loss) of Minority Shareholders 187.09 70.47

Profit (Loss) for the period after Minority Interest 14.72 (169.61)

Earnings per equity share: 24 0.02 (0.29)

Basic & Diluted



CONSOLIDATED PROFIT AND LOSS STATEMENTfor the year ended 31st Mar, 2015

72

Particulars Year Ended 31st Mar, 2015



A. Net Cashflow from operating Activities

Net Profit / (Loss) before tax 579.11 132.84

Depreciation 1,363.73 1,229.38

Employee Stock Option 12.54 -

Interest 322.60 484.25

Loss/(profit) on sale of fixed assets (net) (0.22) -

Income from Investment (0.08) -

Interest Income (30.27) (27.04)

Sundry Balances W/off 27.23 -

Rent Equilisation Reserve 3.42 0.51

Creditors Written Back (160.43) -

Provision for Doubtful Debt 130.86 114.66

Operational Profit before Working Capital 2,248.49 1,934.60

Adjustments for changes in Working Capital

Sundry Debtors 20.45 (69.12)

Loans & Advances 1,691.33 51.79

Other Current assets (43.49) (29.08)

Current Liabilities 333.82 (275.17)

Sub-Total 2,002.11 (321.57)

Cash generated from operations 4,250.60 1,613.02

Direct Taxes Paid (74.60) (106.23)

Sub-Total (74.60) (106.23)

Net Cash Flow from Operating Activities 4,176.00 1,506.79

B. Cash Flow from Investing Activities

Purchase fixed Assets 53.70 (39.69)

Sale of Fixed Assets 0.22 -

Interest Received 57.51 8.72

Income on Investments 0.08 -

Purchase of Noncurrent Investments - (0.51)

Net Cash Flow from Investing Activities 111.51 (31.48)

CONSOLIDATED CASH FLOW STATEMENT


73




C. Cash Flow from financing Activities

Capital 670.00 -

Long term and Other Borrowings 1.82 260.37

Repayment of Long term and Other Borrowings (2,985.62) (1,011.33)

Interest Paid (359.00) (546.36)

Net Cash Flow from Financing Activities (2,672.80) (1,297.32)

Net Increase/decrease in Cash & Cash Equivalents 1,614.71 178.00


Cash & Cash Equivalents at the end of the year 1,860.12 245.06

Consolidated Cash Flow Statement





(DIN: 00101820)


(DIN: 00045855)




74

1. Corporate Information Next Mediaworks Limited (‘the company’) is a public company domiciled in India and incorporated under the

provisions of Companies Act, 1956.

The Company was incorporated for several multimedia activities; including but not limited to; the business as broadcasters, marketers of television programs, television films and television software, to carry on the business of a Advertising agents, to provide on-line and/or interactive information, online music and news for business and general use, to deal in internet commerce and all internet related activity, the main business being that of printing and publishing.

Pursuant to the Scheme of Arrangement with Jagran Prakashan Limited ("JPL") the entire print and publishing business of the Company, along with all the related licences, trade marks, logos etc transferred in the name of JPL and accordingly the name "MiD DAY" and its Logo were transferred to JPL in order to avoid any disruption in the use of the name "MiD DAY" and its Logo. The Company’s name was thus changed to "Next Mediaworks Ltd".

2.A.Basis of preparation a) The consolidated financial statement relates to Next Mediaworks Limited, (`the holding Company) and

its Subsidiaries (together referred to as `NMW Group') has been prepared to comply in all material respects with the accounting standard specified u/s 133 of the Companies Act 2013,read with Rule 7 of the Companies (Accounts) Rules 2014 and the relevant provisions of the Companies Act 2013.

b) The Consolidated financials statements have been prepared under historical cost convention on an accrual basis.

B. Principle of Consolidation a) The Subsidiaries considered in the consolidated financials statements are

Name of the subsidiary Country of

Incorporation

Ownership Interest /

Voting power

Financial Year

ends on

Next Radio Limited (formerly known

as Radio One Limited)

India 72.24% 31-Mar-15

One Audio Limited India 100% 31-Mar-15

Digital One Limited India 100% 31-Mar-15

Next Outdoor Limited India 99.97% 31-Mar-15

b) The consolidated financials statements have been prepared on following basis

• The consolidated financial statement has been prepared in accordance with the Accounting Standard

21, "Consolidated Financial Statement" issued by The Institute of Chartered Accountants of India.

• The financial statements of NMW Group have been consolidated on a line-by-line basis by adding

together the book values of assets, liabilities, income and expenses, after fully eliminating intra-

group balances and intra-group transactions resulting in un-realized profits or losses.

• The consolidated financial statement has been prepared by using uniform accounting policies for

like transactions and other events in similar circumstances and are presented to the extent possible,

in the same manner as those of the parent company's independent financial statements unless

stated otherwise.



75


• The difference between the cost to the company of its investments in the subsidiary and its portion

of equity of subsidiary at the date it became subsidiary is recognized in the financial statement as

Goodwill or Capital Reserve, as the case may be. This is based upon determination of pre-acquisition

profits/losses and of net worth as on the date of acquisition determined by the management on the

basis of certain estimates which have been relied upon by the auditors.

• Minority Interest in the consolidated financial statement is identified and recognized after taking

into consideration :

(i) The Minority share of movement in equity since the date parent-subsidiary relationship came

into existence.

(ii) The Profit / Loss attribute to the minority is adjusted against income of the group in order to

arrive at the net income attribute to the company.

• As per requirement of AS-28 "Impairment of Assets" issued by ICAI, the management is of the

opinion that there is no impairment of goodwill (on consolidation) except as provided in the financial

statement.

3. Summary of significant accounting policies a) Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires the management of the company to make estimates and assumptions that affect the reported amounts of income and expenses of the period and the reported balances of assets and liabilities and the disclosures relating to contingent liabilities as of the date of the financial statements. Difference, if any, between the actual results and estimates is recognized in the period in which the results are known.

b) Tangible fixed assetsFixed assets are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. The cost comprises purchase price, borrowing costs if capitalization criteria are met and directly attributable cost of bringing the asset to its working condition for the intended use.

Subsequent expenditure related to an item of fixed asset is added to its book value only if it increases the future benefits from the existing asset beyond its previously assessed standard of performance. All other expenses for existing fixed assets, including day-to-day repair and maintenance expenditure and cost of replacing parts, are charged to the statement of profit and loss for the period during which such expenses are incurred.

Gains or losses arising from disposal of fixed assets are measured as the difference between the net disposal proceeds and the carrying amount of the fixed asset and are recognized in the statement of profit and loss when the asset is disposed.

c) Intangible assetsIntangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less accumulated amortization and accumulated impairment, if any.

Intangible assets ie computer software’s are amortized over a period of five years.

`The One Time Entry Fees’ paid by the Company to acquire FM broadcasting license has been classified as an intangible asset. The benefit of this will be derived over a period of 10 years, and hence it is being amortized accordingly.


76


d) Depreciation

Depreciation on fixed assets is provided on a straight-line basis using the rates arrived at based on the

useful lives estimated by the management, or those prescribed under the Schedule II of the Companies

Act, 2013, whichever is higher. Depreciation on additions during the year is provided on a pro-rata basis

from the date of addition.

e) Impairment

At each Balance Sheet date the carrying amount of the assets is tested for impairment. If there is any

indication of impairment, the company estimates the recoverable amount of the asset. If such recoverable

amount of the asset or the recoverable amount of cash generating unit to which the asset belongs is less

than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is

treated as an impairment loss and is recognized in the Statement of Profit and Loss. If at the Balance Sheet

date there is an indication that the previously assessed impairment loss no longer exist, the recoverable

amount is reassessed and the assets is reflected at the recoverable amount.

f) Leases

Finance leases, which effectively transfer to the company substantially all the risks and benefits incidental

to ownership of the leased item, are capitalized at the inception of the lease term at the lower of

fair value of the leased property and present value of minimum lease payments. Lease payments are

apportioned between the finance charges and reduction of the lease liability so as to achieve a constant

rate of interest on the remaining balance of the liability.

Leases, where the lessor effectively retains substantially all the risks and benefits of ownership of the

leased item, are classified as operating lease. Operating lease payments are recognized as an expense in

the statement of profit and loss on accrual basis.

g) Investments

Investments, which are readily realizable and intended to be held for not more than one year from the

date on which such investments are made, are classified as current investments. All other investments are

classified as long-term investments.

On initial recognition, all investments are measured at cost. The cost comprises of purchase price and

directly attributable acquisition charges such as brokerage, fees and duties.

Current investments are carried in the financial statements at lower of cost and fair value determined on an

individual investment basis. Long-term investments are carried at costs. However provision for diminution

in value is made to recognize a decline, other than temporary decline, in the value on investments.

On disposal of investment, the difference between its carrying amount and net disposal proceeds is

charged off or credited to the statement of profit and loss.

h) Revenue recognition

Revenue is recognized to the extent that it is probable that the economic benefits will flow to the

Company and the revenue can be reliably measured.

Radio FM BroadcastingRevenue from radio broadcasting is recognized on accrual basis and net of service tax.

InterestInterest Income is recognized on a time proportion basis taking into account the amount outstanding and the applicable interest rate.


77


Others As per Industry practice, Income / expenditure of a reciprocal nature not involving any monetary transaction has not been considered.

i) Foreign currency translation

Initial recognitionForeign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount the exchange rate between the reporting currency and the foreign currency at the date of transaction.

ConversionForeign currency monetary items are retranslated using the exchange rate prevailing at the reporting date.


j) Retirement and other employee benefitsShort term employee benefits payable wholly within twelve months of rendering services such as salaries, wages, etc. are recognized in the period in which the employee renders the related service.

Defined Contribution Plan: The Company’s contribution to the state governed employees' provident fund scheme is a defined contribution plan. The contribution paid / payable under the scheme is recognized during the period in which the employee renders the related service.



k) Income TaxesTax expense comprises current and deferred tax. Current tax is determined on the basis of taxable income and tax credits computed in accordance with the provisions of the Income Tax Act, 1961.



l) Earnings Per ShareBasic earning per share are calculated by dividing the net profit or loss for the period attributable to the equity shareholders (after deducting preference dividends and attributable expenses) by the weighted average number of equity shares outstanding during the period. The weighted average number of equity share outstanding during the period is adjusted for events such as bonus issue, bonus element in a rights issue, share spilt and reverse share spilt (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources.


78



m) ProvisionsA provision is recognized when the company has a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the obligation. Provisions are not discounted to their present value and are determined based on the best estimate required to settle the obligation at the reporting date. These estimates are reviewed at each reporting date and adjusted to reflect the current best estimates.

n) Contingent liabilities, contingent assetsA contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the company or a present obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation. The Company does not recognize a contingent liability but discloses its existence in the financial statements.


o) Cash and cash equivalentsCash and cash equivalents for the purposes of cash flow statement comprise cash at bank and in hand and short-term investments with an original maturity of three months or less.

p) Measurement of EBITDA The company has elected to present earning before interest, tax, depreciation and amortization (EBITDA) as a separate line item on the face of the statement of profit and loss. The company measures EBITDA on the basis of profit / (loss) from continuing operations. In its measurement, the company does not include depreciation and amortization expense, finance costs and tax expense.


ParticularsAs at 31st Mar, 2015 As at 31st Mar, 2014

Number of Shares

Amount (` in lakhs)

Number of Shares

Amount (` in lakhs)

Authorized Capital


70,000,000 7,000.00 70,000,000 7,000.00



64,998,756 6,499.88 58,298,776 5,829.88


79


b. Reconciliation of Equity Shares at the beginning of the year & at the end of the year


Number of Shares

Amount (` in lakhs)

Number of Shares

Amount (` in lakhs)

Shares outstanding at the beginning of the year 58,298,776 5,829.88 58,298,776 5,829.88

Add: Shares issued during the year 6,699,980 670.00 - -





d. Details of Shareholders holding more than 5% shares in the company


Number of Shares


% of Holding

Equity Shares

Mr. Khalid Ansari 4,338,055 6.64% 4,338,055 7.37%

Mr. Tarique Ansari 4,337,298 6.64% 4,337,298 7.37%

Mrs. Rukya Ansari 4,615,075 7.06% 4,337,298 7.37%

Mr. Sharique Ansari 4,337,298 6.64% 4,337,298 7.37%

Ms. Tehzeb Ansari 4,337,298 6.64% 4,337,298 7.37%

Bennett, Coleman and Company Ltd. 3,649,391 5.59% 3,649,391 6.20%

Ferari Investments & Trading Company Pvt. Ltd.

9,659,226 14.78% 5,839,226 9.92%

Meridian Holding and Leasing Co. P. Ltd. 7,469,856 11.43% 4,447,679 7.56%

Total 42,743,497 65.42% 35,623,543 60.53%

e. There are no equity shares issued as bonus shares ,or for consideration other than cash during the period five years immediately preceding the reporting date.

f. ESOP: Please refer note no 32


80



Particulars


Amount (`) in lakhs


Amount (`) in lakhs

Securities Premium


9,300.68 9,300.68

Employee Stock Option Outstanding 355.04 -

Less: Deferred Employee Compensation Cost (342.50) -

12.54 -

Surplus

Opening Balance (3,521.73) (3,352.12)

Add: Net Profit/(Loss) for the year 14.72 (169.61)

Less: WDV of Fixed Assets-[Refer Note 33] (120.27) -

(3,627.29) (3,521.73)

5,685.94 5,778.95

6. Minority Interest

Particulars

As on

1st April 2014

Additions

during the

year

Deductions

during the

year

As on

31st March

2015

Amount (` in lakhs)

Amount (` in lakhs)

Amount (` in lakhs)

Amount (` in lakhs)

Contribution to Share Capital 7,845.04 - - 7,845.04

Share of Retained Profits (6,719.73) 187.09 - (6,532.64)

1,125.31 187.09 - 1,312.39


Particulars




Amount (` in lakhs)

Amount (` in lakhs)

Secured Borrowings

Term Loans (From Banks/FI's) 286.81 559.75



- From Others 44.54 911.52

331.35 1,471.27


81


a. Term loans are secured against personal property and guarantee of the managing director of the holding

company and also secured by corporate guarantee of holding company.

b. Term Loan from bank is repayable in 36 equal monthly installments of ` 14.20 lakhs each.

c. Unsecured inter corporate loan from others is payable over a period of 8 years.

d. Current maturities of long term borrowings have been reported as other current liabilities.

8. Provisions

Particulars


As at

31st Mar, 2015

As at

31st Mar, 2014

As at

31st Mar, 2015

As at

31st Mar, 2014

Amount (` in lakhs)

Amount (` in lakhs)

Amount (` in lakhs)

Amount (` in lakhs)


Gratuity (Funded) 4.36 3.24 39.81 13.43


Other Provisions

Other Provisions 1.27 0.51 -

Provision for other expenses - - 161.13 148.62

31.13 33.07 201.69 165.33

9. Short Term Borrowings

Particulars



Amount (` in lakhs)

Amount (` in lakhs)

Secured Borrowings

Cash Credit Facility (From Banks) 580.22 331.90

Loans from Financial Institution - 260.00

580.22 591.90

Cash Credit facilities are secured against hypothecation of Book Debts and further secured by pari-passu charge on

movable and immovable assets of the company, present and future, and by personal guarantee of Managing director

of holding company Next Mediaworks Limited and also secured by corporate guarantee of holding company.

10. Trade Payables

Particulars



Amount (` in lakhs)

Amount (` in lakhs)

Trade payables

To Others-(Other than MSME) (Refer Note 26) 67.50 266.68

67.50 266.68


82


Particulars



Amount (` in lakhs)

Amount (` in lakhs)

Other Liabilities

Current Maturities of Long term Debt 126.05 305.74

Advance Received from customers 12.57 8.39

Other Advances Received 750.00 -

Statutory Dues Payable 64.88 150.09

Other Liabilities 484.92 746.46

Interest accured and due - 15.38

Interest Accrued but not due to Related party 1.66 45.72

Interest accured but not due to others - 1.19

1,440.08 1,272.98


Particulars


As at 1st Apr, 2014

Additions Deductions As at 31st Mar,

2015

As at 1st Apr, 2014

For the year

Transfer to Opening Reserves

Deductions As at 31st Mar,

2015

As at 31st Mar,

2015

As at 31st Mar,

2014

Tangible Assets:

Building 73.32 - - 73.32 31.57 4.39 12.69 - 48.65 24.67 41.75

Studio equipment 451.63 - - 451.63 356.28 36.45 1.08 - 393.80 57.83 95.35

Transmitter 687.97 21.67 - 709.64 251.85 131.96 3.11 - 386.92 322.72 436.12

Furniture and fixtures

640.45 0.81 - 641.26 293.93 107.65 18.42 - 420.00 221.26 346.52

Office Equipments 56.20 2.12 - 58.32 20.44 14.64 19.34 - 54.42 3.90 35.76

Computers 336.18 27.12 5.93 357.37 321.17 10.58 10.30 5.93 336.11 21.26 15.01

Air-conditioners 97.36 5.29 - 102.65 31.08 8.83 53.77 - 93.68 8.96 66.27

Audio-visual equipments

2.63 - - 2.63 1.05 - 1.58 - 2.63 (0.00) 1.57

Vehilces - 7.73 - 7.73 - 0.21 - - 0.21 7.52

Common Transmission Infrastructure

429.29 - - 429.29 195.87 62.94 - - 258.81 170.48 233.43


2,775.02 64.74 5.93 2,833.83 1,503.24 377.65 120.27 5.93 1,995.23 838.60 1,271.78

Intangible Assets:

One Time Entry Fees

9,732.54 - - 9,732.54 7,454.92 973.25 - - 8,428.18 1,304.36 2,277.61

Computer software

120.94 - - 120.94 92.47 12.83 - - 105.30 15.64 28.46

Goodwill on Consolidation

5,489.67 - - 5,489.67 - 5,489.67 5,489.67


15,343.14 - - 15,343.14 7,547.40 986.08 - - 8,533.48 6,809.67 7,795.75

Total 18,118.16 64.74 5.93 18,176.97 9,050.63 1,363.73 120.27 5.93 10,528.70 7,648.27 9,067.53

Intangible Assets under development

- - - - - - - - -

Total 18,118.16 64.74 5.93 18,176.97 9,050.63 1,363.73 120.27 5.93 10,528.70 7,648.27 9,067.53

Previous Year 18,078.47 39.69 - 18,118.16 7,821.26 1,229.38 - - 9,050.63 9,067.53



83


Common Transmission Infrastructure (CTI) is co-owned by the subsidiary company along with other Radio FM players in each city. The subsidiary company has started using such facility at Bangalore, Delhi, Pune, Ahmedabad & Mumbai in earlier period.Depreciation on CTI is charged on straight line method over balance period of License at each location.

13. Non Current Investments

Particulars



Amount (` in lakhs)

Amount (` in lakhs)

Non-Trade InvestmentsInvestments in Equity Shares

DNS Bank Shares (Equity Shares of ` 50/- each) 0.51 0.51 0.51 0.51

14. Deferred Tax Assets As per AS 22 on accounting for taxes on income, the company has reversed ` 377.30 lakhs net deferred tax

asset for the year

Particulars



Amount (` in lakhs)

Amount (` in lakhs)

Deferred Tax Assets/ (Liability) on:Carried Forward Losses 3,710.19 4,167.52 Depreciation on Fixed Assets 15.13 (57.35)Leave Encashment 7.12 8.53 Gratuity 12.97 4.01

3,745.41 4,122.71


Particulars






Amount (` in lakhs)

Amount (` in lakhs)

Amount (` in lakhs)

Amount (` in lakhs)

Unsecured considered goodTrade Deposits 309.74 300.91 - -

Capital Advances 97.56 216.00 - -

Loans to Others - - 203.09 202.55

Less: Provision against Loans (201.73) (201.73)

Receivable from BECIL - - - 77.71

Staff Loans & Advances - - 9.42 1.74

Advances to Creditors 73.19 17.01

Other Taxes Receivable - - 44.29 14.07

Tax Deducted at Source - - 420.92 346.32


Loans to Related Parties - 2.41 - 1.71

Sundry Deposit - - 3.80 3.80

407.30 519.32 684.48 609.60


84

16. Trade Receivables

Particulars



Amount (` in lakhs)

Amount (` in lakhs)

Trade receivables

Debts Outstading for Period exceeding six months

Unsecured Considered good 205.22 230.25

Unsecured Considered doubtful 249.42 242.77

454.64 473.02

Debts Outstading for Period less than six months

Unsecured Considered good 1,328.45 1,454.71

1,783.09 1,927.73

Less: Provision for doubful debts 249.42 242.77

Total 1,533.67 1,684.96

17. Cash and Cash equivalents

Non-current Current





Amount (` in lakhs)

Amount (` in lakhs)

Amount (` in lakhs)

Amount (` in lakhs)

Balances with Scheduled Bank

In Current Accounts - - 1,696.80 143.66

In Fixed Deposit Accounts 7.25 4.80 160.00 -

Cash in hand - - 3.32 1.39

Other bank balances

Deposit Account - (under lien with bank)

17.08 25.16 - 100.00

Margin Money - (under lien with bank)

229.89 188.05 - -

254.22 218.02 1,860.12 245.05

Non Current portion of Cash & bank balance has been reported as other non- current assets.

18. Other Current Assets

Particulars

As at

31st Mar, 2015

As at

31st Mar, 2014

Amount (` in lakhs)

Amount (` in lakhs)

Other Current Assets

Interest Accrued but not due 16.20 43.43

Interest Accrued and Due - 24.24

16.20 67.67



85


19. Other Income

Particulars



Amount (` in lakhs)

Amount (` in lakhs)

Other Income

Profit on Sale of Fixed Assets 0.22 -

Creditors / Liabilities Written Back 160.43 -

Dividend Income 0.08 -

Other Misc Income 19.83 -

180.56 -


Particulars



Amount (` in lakhs)

Amount (` in lakhs)

Employee Cost

Salary & Wages 1,760.46 1,221.91

Contribution to PF and other funds 55.97 40.88

Staff Welfare expenses & Other Employee cost 128.40 98.23

Employee Compensation (ESOP) Exp 32.54 -

1,977.37 1,361.02

21. Operating Expenses

Particulars



Amount (` in lakhs)

Amount (` in lakhs)

Operating Expenses

Royalty 171.27 155.81

Radio programme creation and studio hire 136.76 374.27

Repairs & Maintainance - Equipment 108.89 173.37



Rent 548.73 417.39

1,241.38 1,390.14


86


Particulars



Amount (` in lakhs)

Amount (` in lakhs)

General & Administration Expenses


Travelling 46.51 59.10

Conveyance 38.92 29.59

Directors sitting fees 4.04 3.68


Auditors remuneration :-


- Tax Audit 0.75 0.75

- Others 2.10 1.55



Discounts & Credits 151.96 206.96

Advertisement Expenses 114.77 89.57

Provision for bad and doubtful debts 130.86 114.66

Balances Written Off 27.23 (0.00)

Hire Charges 3.10 2.54

Membership & Subscription 2.08 0.62



Insurance 17.47 11.52

Rent 23.56 15.70

Rates & Taxes 9.11 12.21

Bad Debts Written Off 124.30 -

Provision made in earlier years for bad debts (124.30) -

874.76 906.64

23. Finance Charges

Particulars

Year Ended

31st Mar, 2015

Year Ended

31st Mar, 2014

Amount (` in lakhs)

Amount (` in lakhs)

Interest Charges

- On Loans from Banks 119.24 215.43

- On loans from Others 109.25 221.17

Bank Charges & Commission 63.85 20.61

292.34 457.21



87



March 31, 2015 March 31, 2014

Net loss for the year attributable to equity shareholders 14.72 (169.60)



Weighted average number of Shares issued during the year 3,782,451 -


Basic and diluted earnings (in ` ) per share 0.02 (0.29)

25.(A) Contingent Liabilitiesa. In respect of guarantees issued by Company’s bankers to MSRDC and other authorities for ̀ 3.00 lakhs (Previous

Year ` 3.00 lakhs) b In respect of guarantees issued by the Company’s bankers for company’s subsidiary to government and other

parties ` 331.53 lakhs (Previous Year ` 348.37 lakhs). c Corporate guarantee issued to banks for Company’s Subsidiary for term loan of ` 412.73 lakhs (Previous Year

`1031.00 lakhs) and Cash Credit limit of ` 740.00 lakhs.(Previous Year `740.00 lakhs) d In respect of Income Tax demand under dispute ` 779.84 lakhs (Previous Year ` 1701.55 lakhs)

25.(B) Estimated amount of contracts remaining to be executed on capital account is ` NIL (Previous Year ` NIL)

26. Disclosure pertaining to Micro, Small and Medium Enterprises

There are no dues payable to Micro,Small and Medium Enterprises.The same has been determined to the

extent such parties have been identified on the basis of information available with the company.This has

been relied upon by the auditors.

27. Segment Reporting The Group has only one segment namely Radio Broadcasting; hence no separate disclosure of segment

information has been made.

28. Related party disclosures

Names of related parties and related party relationship a. Associate Company - Next Publishing Services Private Limited Mid-Day Exports Pvt Ltd Inquilab Offset Printers Ltd Ferari Investments and Trading Co Pvt Ltd Meridian Holding & Leasing Co Pvt Ltd b. Key Managerial Personnel - Mr. Tarique Ansari, Managing Director

(Next Mediaworks Limited)

Mr. Vineet Singh Hukmani, Managing Director

(Next Radio Limited)


88

Related party transactions (` in lakhs)

Nature of Transactions Under control of Management


Interest ExpensesMeridian Holding & Leasing Co Pvt Ltd 15.62

(37.92)Ferari Investments and Trading Co Pvt Ltd 10.93

(18.06)Inquilab offset printers Ltd 0.00

(13.06)Managerial Remuneration

Mr Tarique Ansari 71.36 (63.76)

Mr Vineet Singh Hukmani 175.00 (58.80)

Receipt of Unsecured Loan during the yearFerari Investments and Trading Co Pvt Ltd 210.00

- Meridian Holding & Leasing Co Pvt Ltd 210.00

- Repayment of Unsecured Loan During the yearFerari Investments and Trading Co Pvt Ltd 424.00

(25.00)MC Media Limited 30.00

- Inquilab offset printers Ltd -

(201.50)Meridian Holding & Leasing Co Pvt Ltd 187.04

(3.68)Unsecued loan converted during the yearFerari Investments and Trading Co Pvt Ltd 380.00

- Meridian Holding & Leasing Co Pvt Ltd 270.00

- Unsecured Loan payable at end of yearInquilab Offset Printers Ltd -

-

MC Media Limited - (30.00)

Ferari Investments and Trading Co Pvt Ltd 6.00 (600.00)

Meridian Holding & Leasing Co Pvt Ltd 0.13 (247.17)

Unsecured Loan receivable at end of year 0.90 (0.47)

-

Interest Payable

Ferari Investments and Trading Co Pvt Ltd 1.66 (5.08)

Meridian Holding & Leasing Co Pvt Ltd - (15.59)



89



Nature of Transactions Under control of Management


Interest Receivable

Meridian Holding & Leasing Co Pvt Ltd 0.59 -

Rent Expense -

Inquilab offset printers Pvt Ltd 7.00 -

29 Managerial Remuneration (a) During the year, the company has paid remuneration to Managing Director which is in excess of the

limits specified in Section 197 of the Companies Act, 2013. Such higher remuneration is approved by the Nomination & Remuneration Committee and the Board of Directors. As required under Schedule V to the Companies Act, 2013 the Company has made an application to the Central Government for the approval of the same. The approval of the members by way of special resolution was taken at the previous Annual General Meeting. Managerial Remuneration debited to Statement of Profit and Loss ` 71.36 lakhs.is subject to approval of the Central Government.

(b) During the year, the company's subsidiary Next Radio Limited has paid remuneration to its Managing Director which is in excess of the limits specified in Section 197 of the Companies Act, 2013. Such higher remuneration is approved by the Nomination & Remuneration Committee and the Board of Directors. As required under Schedule V to the Companies Act, 2013 the Company is in process of making an application to the Central Government for the approval of the same. The approval of the members by way of special resolution was taken at the Extraordinary General Meeting. Managerial Remuneration debited to Statement of Profit and Loss ` 175.00 lakhs is subject to approval of the Central Government.

30. The company’s exposure in its subsidiary Next Radio Ltd.( Formerly known as Radio One Ltd.) limited through investments is ` 15,602.86 lakhs. Though net worth of the subsidiary is substantially eroded, no provision for impairment on this account is considered necessary by the management taking into consideration the nature of Radio business and gradual improvement in performance of the subsidiary. Further, the management has obtained a valuation of the Radio business from an independent valuer and based on his report, the management does not believe that any provision is necessary against exposure in Radio business .Consequently no impairment of goodwill on consolidation is considered necessary.

31. Expenditure in Foreign Currency

ParticularsCurrent Year (` in lakhs)

Previous Year (` in lakhs)

Capital Expenditure - 2.55Others 38.02 21.42

Earning in Foreign Currency – ` Nil lakhs (Previous Year – ` Nil lakhs)

32. The company administers its ESOP Scheme through a Trust. The details of the Share Capital are as follows:

No. of Shares Nominal ValueTotal No. Shares issued (Including for ESOP) 65,335,276 6,533.53 Shares Held by Trust under ESOP Scheme* (336,520) (33.65)

Share Capital reflected in Balance Sheet 64,998,756 6,499.88

* ESOP Trust (Mid-Day Exports Pvt Ltd) is holding in total 377,436 shares including 40,916 shares held from

earlier ESOP Scheme which is part of share Capital reflected in balance sheet.

90

33. During the year ended 31st March, 2015, the company & its subsidiary has adopted the useful life of assets as

given in part C of Schedule II of the Companies Act, 2013. An amount of ` 120.27 lakhs (net of deffered tax)

relating to assets where the useful life has already expired, has been charged to retained earnings.

34. Additional Information on Consolidated Financial Statement

Name of the entity in the Net Assets, i.e., total assets minus total liabilities

"Amount (` in lakhs)"

Share in profit or loss

"Amount (` in lakhs)"

As % of consolidated

net assets

As % of consolidated profit or loss

1 2 3 4 5

Parent - Next Mediaworks

Limited

35.73% 4,823.43 -233.39% (471.00)

Indian Subsidiaries

1 - Next Radio Limited 64.45% 8,699.34 333.96% 673.96

2 - One Audio Limited -0.19% (24.98) -0.18% (0.37)

3 - Digital one Private Limited 0.00% 0.43 -0.14% (0.29)

4 - Next Outdoor Limited 0.00% (0.00) -0.24% (0.49)

TOTAL 13,498.21 201.81

Minority interested in all

subsidiaries associates

(Investnment as per equity

method)

Indian Subsidiaries

1 - Next Radio Limited 9.72% 1,312.39 92.71% 187.09

TOTAL 1,312.39 187.09

35. Previous years figures have been regrouped/rearranged wherever required to make them comparable.






(DIN: 00101820)


(DIN: 00045855)





91


Part “A”: Subsidiaries

(Information in respect of each subsidiary to be presented with amounts in ` )

(` in lakhs)

1. Sl. No 1 2 3 4

2. Name of the subsidiary Next Radio

Limited

One Audio

Limited

Digital one

Private Limited

Next Outdoor

Limited

3. Reporting period for the

subsidiary concerned, if different

from the holding company’s

reporting period

Not Applicable Not Applicable Not Applicable Not Applicable

4. Reporting currency and

Exchange rate as on the last date

of the relevant Financial year in the

case of foreign subsidiaries

Not Applicable Not Applicable Not Applicable Not Applicable

5. Share capital 15,926.38 5.00 1.00 349.50

6. Reserves & surplus (7,034.48) (233.14) (1.20) (358.36)

7. Total assets 10,693.64 12.68 1.82 0.17

8. Total Liabilities 1,801.74 240.81 2.03 9.03

9. Investments 0.50 - - -

10. Turnover 6,542.88 - - -

11. Profit before taxation 939.96 (0.37) (0.29) (0.49)

12. Provision for taxation 266.01 - - -

13. Profit after taxation 673.96 (0.37) (0.29) (0.49)

14. Proposed Dividend 296.36 - - -

15. % of shareholding 72.24% 100% 100% 100%

Notes: The following information shall be furnished at the end of the statement:

1. Names of subsidiaries which are yet to commence operations-Not Applicable

2. Names of subsidiaries which have been liquidated or sold during the year.-Not Applicable

Part “B”: Associates and Joint VenturesStatement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint

Ventures – Not Applicable

FORM AOC-I(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures

92

Your Directors have pleasure in presenting their 15th Annual Report together with the Audited Accounts of the

Company for the year ended 31st March 2015.

1. FINANCIAL PERFORMANCE (` IN LAKHS)

Particulars Standalone

2014-15 2013-14

Profit before Interest, Depreciation, Taxes & Exceptional Items 2489.71 2081.40

Less: Interest 191.76 366.74

Depreciation 1357.98 1228.81

Profit / (Loss) before taxes 939.97 485.85

Less: Provision for Taxation 266.01 231.97

Net Profit / (Loss) after taxes 673.96 253.88

During the year under review,the Company earned revenues of ` 6723.44 lakhs as against ` 5896.56 lakhs in the previous year. The revenues from operations increased by 11% and stood at ` 6542.88 lakhs (Previous Year: ` 5896.56 lakhs). The Company also registered profit (after tax) of ` 673.96 lakhs against the profit of ` 253.88 lakhs for the previous year.

2. DIVIDEND: The Board of Directors do not recommend any dividend for the financial year ended 31st March 2015.

3. INCREASE IN THE PAID-UP & ISSUED SHARE CAPITAL: During the year under review, the Company made an allotment of 25,770,000 equity shares to Next

Mediaworks Ltd. (Promoter) of ` 10/- each at par.

Subsequent to the said allotment, the paid-up equity share capital of the Company stands increased to

` 1,592,637,570/- (Rupees One Hundred and Fifty Nine Crores Twenty Six Lakhs Thirty Seven Thousand Five

Hundred and Seventy) divided into 159,263,757 (Fifteen Crores Ninety Two Lakhs Sixty Three Thousand Seven

Hundred and Fifty Seven) equity shares of ` 10/- each.

4. FINANCE: During the year under review, your Company did not raise any capital from the capital markets either by way of

issue of equity shares /ADR/GDR / or any debt by way of debentures. The Company continued to get financial

assistance from its lenders within the overall facilities to meet the working capital requirements.

5. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies

Act, 2013 are given in the notes to the Financial Statements.

6. DEPOSITORY SYSTEM: The Company has provided to its shareholders, the facility to hold their respective shareholdings in dematerialized

form. As of 31st March 2015, 63.05 % of the Company’s total paid-up capital representing 133493757 equity

shares is in dematerialized form. In view of the benefits offered by the depository system, members holding

shares in physical mode are advised to avail the demat facility.

DIRECTOR’S REPORT

Next Radio Limited (Formerly known as Radio One Limited)

93


7. PUBLIC DEPOSITS: Your Company did not invite or accept deposits from public during the year under review.

8. SUBSIDIARY COMPANIES: The Company does not have any subsidiary. Further, no new subsidiary was incorporated / acquired by the

Company during the year under review.

9. DIRECTORS: The Board, at its meeting held on 29th April 2015, on the recommendation of the Nomination and Remuneration

Committee, re-appointed Mr. Vineet Singh Hukmani as the Whole-time Director of the Company designated as the Managing Director for a period of three (3) years.




The period of office of the aforementioned Directors was liable to retire by rotation under the erstwhile Companies Act, 2013. In terms of Section 149 and other applicable provisions of the Companies Act, 2013, the aforementioned Directors, being eligible and offering themselves for appointment, are proposed to be appointed as Independent Directors for a term of five (5) years commencing from 23rd Jan, 2015. The appointment of the aforementioned Director has been approved by the Board of Directors as its meeting held on 23rd January, 2015.

10. BOARD & COMMITTEE MEETINGS: During the year under review, the following Board/Committee Meetings were convened and held:

(a) six (6) Board Meetings were held, details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

(b) Four (4) Audit Committee Meetings were held, details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

11. BOARD EVALUATION: Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance

evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee and the Nomination & Remuneration. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

12. REMUNERATION POLICY: The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for

selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

13. DIRECTORS’ RESPONSIBILITY STATEMENT: Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors confirm that:

(a) in the preparation of the annual accounts for the financial year ended 31stMarch, 2015, the applicable accounting standards and Schedule III of the Companies Act, 2013, have been followed and there are no material departures from the same;

Director's Report

94

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31stMarch, 2015 and of the profit and loss of the Company for the financial year ended 31stMarch, 2015;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a ‘going concern’ basis;

(e) proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

14. RELATED PARTY TRANSACTIONS: All related party transactions that were entered into during the financial year were on an arm’s length basis

and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.All Related Party Transactions are placed before the Audit Committee as also the Board for approval.The policy on Related Party Transactions as approved by the Board is uploaded on the Company’s website. None of the Directors has any pecuniary relationships or transactions vis-à-vis the Company.

15. AUDITORS: M/s. Haribhakti& Co., Chartered Accountants, (Firm Registration No. 103523W), Statutory Auditors of the

Company retire at the ensuing Annual General Meeting and are eligible for re-appointment. A certificate to the effect that their appointment, if made, will be within the limits prescribed under Section 141 of the Companies Act, 2013, has been obtained from them. The Board, on the recommendation of the Audit Committee, recommends the appointment of M/s. Haribhakti& Co., as the Statutory Auditors of the Company for the financial year 2015-16.

16. SECRETARIAL AUDIT: Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s.J. U.Poojari& Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year ended 31st March 2015. The Report of the Secretarial Audit Report is annexed herewith as Annexure ‘A’.

Directors’ explanation on the comments of the Secretarial Auditor for the year ended 31st March 2015 as set out in his Secretarial Audit Report dated 18th June 2015 is as follows:

1. With reference to sub-clause (a) of clause (ii) of the said report wherein the Secretarial Auditor has

observed that the Company has not appointed woman director and independent directors in terms of

the provisions of Section 149 of the Companies Act, 2013, the Board would like to inform you that the

Company is in the business of broadcasting and is governed by the Ministry of Information & Broadcasting.

As per the terms of the license agreement executed by the Company with MIB, appointment of Director

on the Company’s Board is subject to the prior approval of MIB. The Company has, vide its letter dated 1st

July 2014, made an application to MIB for appointment of Ms. Myleeta Aga as Director of the Company

and MIB’s reply on the same is awaited. The Board of Directors has, at its meeting held on 18th June 2015,

appointed Mr. AdilleSumariwalla and Mr. Dilip Cherian as Independent Directors, subject to the approval

of the shareholders, which is being sought at the forthcoming Annual General Meeting of the Company.


95


2. With reference to sub-clause (b) of clause (ii) of the said report wherein the Secretarial Auditor has observed that the Company has not appointed Chief Financial Officer as the Key Managerial Personnel in terms of the provisions of Section 203 of the Companies Act, 2013, the Board would like to inform you that the Board of Directors has, at its meeting held on 29th April 2015, appointed Mr. Ismail Dabhoya - Chief Financial Officer as the Key Managerial Personnel.

3. With reference to sub-clause (c) of clause (ii) of the said report wherein the Secretarial Auditor has mentioned non-filing of Form MGT-14 in respect of the resolution passed at the Board Meeting held on 9th April 2014 relating to availing of borrowings, the Board would like to inform you that the said Form shall be filed with the Ministry of Corporate Affairs at the earliest.

4. With reference to sub-clause (d) of clause (ii) of the said report wherein the Secretarial Auditor has mentioned that the Company has not re-appointed Mr. Vineet Singh Hukmani as the Managing Director of the Company after the expiry of his term on 6th May 2014, the Board would like to inform you that the Board of Directors has, at its meeting held on 29th April, 2015, appointed Mr. Vineet Singh Hukmani as the Managing Director of the Company for a period of three (3) years effective 7th May, 2015, subject to the approval of the shareholders, which is being sought at the forthcoming Annual General Meeting of the Company.

5. With reference to sub-clause (d) of clause (ii) of the said report wherein the Secretarial Auditor has mentioned that the Company has not obtained approval of the Board and shareholders for payment of remuneration to Mr. Vineet Singh Hukmani as the Managing Director of the Company, the Board would like to inform you that the remuneration payable to Mr. Vineet Singh Hukmani - Managing Director has been approved by the Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on 29th April, 2015.

6. With reference to sub-clause (e) of clause (ii) of the said report wherein the Secretarial Auditor has mentioned non-filing of Form MGT-14 in respect of the resolution passed at the Board Meeting held on 29th April 2014 relating to further issue of shares, the Board would like to inform you that the said Form shall be filed with the Ministry of Corporate Affairs at the earliest.

17. DIRECTORS’ EXPLANATION ON AUDITOR’S REPORTS: The Company’s exposure in its subsidiary Next Radio Limited (Formerly known as Radio One Limited) through

investments is ` 15,602.86 lakhs. Though net worth of the subsidiary is substantially eroded, no provision for impairment on this account is considered necessary by the management taking into consideration the nature of the Radio business and gradual improvement in the performance of the subsidiary. Further, the management has obtained a valuation of the Radio business from an independent valuer and based on his report, the management does not believe that any provision is necessary against exposure in Radio business .Consequently no impairment of goodwill on consolidation is considered necessary

18. EXTRACT OF ANNUAL RETURN: Pursuant to sub-section 3(a) of section 134 and sub-section (3) of section 92 of the Companies Act,2013,

read with Rule 12 of the Companies (Management and Administration) Rules, 2014 the extract of the annual returnas on 31st March,2015 forms part of this report as Annexure ‘B’.

19. VIGIL MECHANISM: Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly,

the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. More details on the vigil mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this report.

96

ANNExURE ‘A’ TO THE DIRECTORS’ REPORTTo,The Members,NEXT RADIO LIMITED

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the Compliance of laws, rules and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For J.U.Poojari& Associates Company SecretariesPlace: Mumbai

Date: 18th June, 2015 J.U.Poojari

ACS No: 22867 CP No: 8187

20. SEXUAL HARRASMENT POLICY: The company has not received any complaint from the employees related to sexual harassment

21. ENERGY CONVERSATION, TECHNOLOGY ABSORBTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

A. Conversation of Energy: NIL

B. Technology Absorption: NIL

C. Foreign Exchange Earning: NIL

D. Foreign Exchange Outgo: NIL

21. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

For Next Radio Limited

Vineet Singh Hukmani Managing Director (DIN: 02514684)


97


ANNExURE ‘A’ TO THE DIRECTORS’ REPORTSECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2015

FORM NO. MR-3

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

NEXT RADIO LIMITED

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to

good corporate practices by Next Radio Limited (hereinafter called the Company). Secretarial Audit was conducted

in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and

expressing our opinion thereon.

Based on our verification of the Next Radio Limited’s books, papers, minute books, forms and returns filed and other

records maintained by the company and also the information provided by the company, its officers, agents and

authorized representatives during the conduct of secretarial audit and the representations made by the Company,

we hereby report that in our opinion, the company has, during the audit period covering the financial year ended

on 31st March, 2015 generally complied with the statutory provisions listed hereunder and also that the Company

has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the

reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records made available to us

and maintained by Next Radio Limited for the financial year ended on 31st March, 2015 according to the provisions

of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) Other laws applicable to the Company as per the representations made by the Company.

Secretarial Standards of The Institute of Company Secretaries of India with respect to board and general meetings

are not in force as on the date of this report.

During the period under review and subject to the explanations given to us and the representations made by the

Management, the Company has generally complied with the provisions of the Act, Rules, Regulations, Guidelines,

etc. mentioned above subject to the following observations:-

a. Non- compliance of provisions of Section 149 with respect to appointment of woman director and independent

directors.

b. Non- compliance of provisions of section 203 with respect to appointment of Chief Financial Officer as Key

Managerial Personnel.

c. Non- filing of Form MGT-14 with the Registrar of Companies in respect of resolution passed at the Board

Meeting held on 09.04.2014 for availing of Debt funding.

d. The company has not re-appointed Mr. Vineet Singh Hukhmani as Managing Director of the company whose

term expired on 06.05.2014 as Managing Director.

e. The company has not obtained the approval of the Board/shareholders for payment of remuneration to Mr.

98

Vineet Singh Hukhmani as Managing Director of the company.

f. Non- filing of Form MGT-14 with the Registrar of Companies in respect of resolution passed at the Board

Meeting held on 29.04.2014 for further issue of shares and borrowing.

We further report that

The Board of Directors of the Company is duly constituted with proper balance of Non-Executive Directors and

Independent Directors as on 31st March, 2015.

Adequate notice for the Board/Committee Meetings was given at least seven days in advance to the directors for

holding the Board Meetings during the year. Agenda and detailed notes on agenda were sent in advance, and

a system exists for seeking and obtaining further information and clarifications on the agenda items before the

meeting and for meaningful participation at the meeting.

Decisions at the Board Meetings, as represented by the management, were taken unanimously.

We further report that as represented by the Company and relied upon by us there are adequate systems and

processes in the Company commensurate with the size and operations of the Company to monitor and ensure

compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period there were no major events which had bearing on the Company’s

affairs in pursuance of the above referred laws, rules, regulations, guidelines etc.

For J.U.Poojari & Associates

Company Secretaries

Place: Mumbai

Date: 18th June, 2015 J.U.Poojari

ACS No: 22867 CP No: 8187

This Report is to be read with our letter of even date which is annexed as Annexure A and Forms an integral part of

this report.


99


ANNExURE ‘B’ TO THE DIRECTORS’ REPORTEXTRACT OF ANNUAL RETURN

(As on the financial year ended 31st March 2015)

[Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014]

I. REGISTRATION & OTHER DETAILS:

CIN : U32201MH1999PLC122233

Registration Date : 14th October 1999

Name of the Company : Next Radio Limited

Category / Sub-category of the Company : Public Company/Limited by shares

Address of the Registered Office and contact details : 156, DJ Dadajee Road, Behind Everest Building

Tardeo, Mumbai -400 034

Whether listed company Yes/No : No

Name, Address and Contact details of Registrar &

Transfer Agent, if any.

: M/s. Datamatics Financial Services Limited,

Plot No B-5, Part B Cross Lane,

MIDC, Andheri (East),

Mumbai 400 093,.

Telephone: 91-22-66712001

e-mail : [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

Sr.

No.

Name and description of main services NIC Code of the

service

% to total turnover

of the Company

1. Broadcasting 18112 NIL

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

Sr.

No.

Name and address of

the Company

CIN/GLN Holding/

Subsidiary/

Associate

% of

shares

held

Applicable

Section

1 Next Mediaworks Limited



Tardeo, Mumbai –

400034.

L22100MH1981PLC024052 Holding 72.24% 2(87)ii

The Company does not have any subsidiary/associate companies.

100

IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity):

(i) Category-wise Shareholding




% change during


total shares


shares

A. Promoters

(1) Indian

(a) Individual / HUF - 5 5 0.00% - 5 5 0.00% -

(b) Central Govt. - - - - - - - - -

(c) State Govt.(s) - - - - - - - - -

(d) Bodies Corporate 74732992 25027778 99760770 74.73 74732992 25027778 99760770 74.73 -

(e) Banks/FI - - - - - - - - -

(f) Any Other - - - - - - - - -

Sub-total (A) (1) 74732992 25027783 99760775 74.73 74732992 25027783 99760775 74.73

(2) Foreign

(a) NRI – Individuals - - - - - - - - -

(b) Other – Individuals

- - - - - - - - -

(c) Bodies Corporate - - - - - - - - -

(d) Banks/FIs - - - - - - - - -

(e) Any Other - - - - - - - - -

Sub-total (A) (2) - - - - - - - - -

Total shareholding of Promoters (A) = (A) (1) + (A) (2)

74732992 25027783 99760775 74.73 74732992 25027783 99760775 74.73 -




% change during


total shares


shares

B. Public Shareholding

1. Institutions

(a) Mutual Funds - - - - - - - - -

(b) Banks/FIs 2775000 - 2775000 2.08 2775000 - 2775000 2.08 -

(c) Central Govt. - - - - - - - - -

(d) State Govt.(s) - - - - - - - - -

(e) Venture Capital Funds

- - - - - - - - -

(f) Insurance Companies

- - - - - - - - -

(g) FIIs - - - - - - - - -


101





% change during


total shares


shares

(h) Foreign Venture Capital Funds

- - - - - - - - -

(i) Others - - - - - - - - -

Sub-total (B)(1) 2775000 - 2775000 2.08 2775000 - 2775000 2.08 -

2. Non-Institutions

(a) Bodies Corporate

(i) Indian - - - - - - - - -

(ii) Overseas 24287982 - 24287982 18.19 24287982 - 24287982 18.19 -

(b) Individuals - - - - - - - - -

(i) Individual shareholders holding nominal share capital upto ` 1 lakh

- - - - - - - - -

(ii) Individual shareholders holding nominal share capital in excess of ` 1 lakh

- - - - - - - - -

(c) Others - - - - - - - - -

Clearing Member - - - - - - - - -

Foreign Nationals - - - - - - - - -

Non-Resident Indians (Non-Repat)

- - - - - - - - -

Non-Resident Indians (Repat)

- - - - - - - - -

Foreign Portfolio Investor (Corporate)

- - - - - - - - -

Other Directors 6670000 6670000 5% 6670000 6670000 5% -

Overseas Bodies Corporate

Trusts

Sub-total (B)(2) 30957982 - 30957982 23.19 30957982 - 30957982 23.19 -

Total public shareholding (B) = (B)(1) + (B)(2)

33732982 - 33732982 25.27 33732982 - 33732982 25.27 -

C. Shares held by custodian for GDRs & ADRs

- - - - - - - - -

Grand Total (A+B+C)

108465974 25027783 133493757 100 108465974 25027783 133493757 100 -

102

(ii) Shareholding of Promoters

Sr. No.


Shareholding at the end of the year (as at 31.03.2015)

% change in share-holding

during the year

No. of shares


Company



No. of shares


Company



1. Next Mediaworks Limited 96430770 73.24 - 96430770 73.24 - -


3330000 2.49 - 3330000 2.49 - -

(iii) Change in Promoters’ Shareholding

Sr. No.


Cumulative shareholding during the year


Company


Company

1. Next Mediaworks Limited 96430770 73.24 96430770 73.24


3330000 2.49 3330000 2.49

(iv) Shareholding Pattern of top ten shareholders (other than Directors, Promoters and holders of GDRs and ADRs)

Sr. No.

Name of the Shareholder Shareholding at the beginning of the year

Change in Shareholding (No of Shares)

Shareholding at the end of the year

No. of shares

% of totalshares of

thecompany

Increase Decrease No. of shares

% of totalshares of

thecompany

1 BBC Worldwide Holding B.V 24287982 18.19 - - 24287982 18.19

2 Axis Bank Limited 2775000 2.08 - - 2775000 2.08

(v) Shareholding of Directors and Key Management Personnel

Sr. No.

Name of the Shareholder

Shareholding at the beginning of the year as on 31.03.2014

Cumulative Shareholding during the year

Shareholding at the end of the year as on

31.03.2015

No. of shares

% of totalshares of

thecompany

No. of shares

% of totalshares of

thecompany

Date of Change

Reason of Change

No. of shares

% of totalshares of

thecompany

1 Vineet Singh Hukmani

6670000 5% - - - - 6670000 5%

Total : 6670000 5% - - - - 6670000 5%


103


V. INDEBTEDNESS:

(Indebtedness of the Company including interest outstanding/accrued but not due for payment)

(` in lacs)

Secured Loans excluding deposits

Unsecured Loans

Deposits Total Indebtedness

Indebtedness at the beginning of the financial year (i) Principal Amount 1457.75 212.87 - 1670.62

(ii) Interest due but not paid 12.92 2.46 - 15.38

(iii) Interest accrued but not due 1.19 4.05 - 5.24

Total (i) + (ii) + (iii) 1471.86 219.38 - 1691.24Change in indebtedness during the financial yearAddition

Reduction 478.78 219.38 - 698.16

Net ChangeIndebtedness at the end of the financial year(i) Principal Amount 993.08 - - 993.08

(ii) Interest due but not paid - - - -

(iii) Interest accrued but not due - - - -

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Remuneration to Managing Director, Whole-time Director and/or Manager:

(` in lacs)

Sr. No.

Particulars of Remuneration Name of Managing Director /Whole-time Director/ManagerMR. VINEET SINGH HUKMANI

MANAGING DIRECTOR

1. Gross Salary

(a) Salary as per provisions contained in section 17(1) of the

Income Tax Act, 1961.

157.67

(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961. 6.23

(c) Profits in lieu of salary under section 17(3) of the Income

Tax Act, 1961.

-

2. Stock Option -

3. Sweat Equity -

4. Commission

- As % to profit -

- Others, specify -

5. Others 11.10

Total (A) 175.00

104

B. Remuneration to other directors: No remuneration has been paid to any other director except sitting

fees.

C. Remuneration to Key Managerial Personnel other than MD / WTD / Manager:

(` in lacs)

Sr. No.

Particulars of Remuneration Key Managerial Personnel Total Amount

Mr. Ismail Dabhoya


Mr. Satyender Singh Chauhan

Company Secretary

1. Gross Salary

(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961.

54.22 5.75 59.97

(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961.

3 - 3

(c) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961.

- - -

2. Stock Option - - -

3. Sweat Equity - - -

4. Commission

- As % to profit - - -

- Others, specify - - -

5. Others 7.78 0.19 7.97

PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES:

Type Section of the

Companies Act

Brief Description

Details of penalties /

punishment /compounding fees imposed

Authority [RD/NCLT/

Court

Appeal made, if any

A. Company

Penalty

NONEPunishment

Compounding

B. Directors

Penalty

NONEPunishment

Compounding

C. Others Officers in default

Penalty

NONEPunishment

Compounding


105


To the Members of Next Radio Limited (formerly known as Radio One Limited)

Report on the Financial Statements

We have audited the accompanying financial statements of Next Radio Limited (formerly known as Radio

One Limited ) (“the Company”), which comprise the Balance Sheet as at March 31, 2015, the Statement of Profit

and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and

other explanatory information.

Management’s Responsibility for the Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act,

2013 (“the Act”) with respect to the preparation of these financial statements that give a true and fair view of

the financial position, financial performance and cash flows of the Company in accordance with the accounting

principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act,

read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes maintenance of adequate

accounting records in accordance with the provisions of the Act for safeguarding of the assets of the Company and

for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting

policies; making judgements and estimates that are reasonable and prudent; and design, implementation and

maintenance of adequate internal financial controls and ensuring their operating effectiveness and the accuracy

and completeness of the accounting records, relevant to the preparation and presentation of the standalone

financial statements that give a true and fair view and are free from material misstatement, whether due to fraud

or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are

required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the

Act. Those standards required that we comply with ethical requirements and plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial

statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of

material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments,

the auditor considers internal control relevant to the Company’s preparation of the financial statements that give

a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the

purpose of expressing an opinion on whether the Company has the place an adequate internal financial controls

system over financial reporting and the operating effectiveness of such controls. An audit also includes evaluating

the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the

Company's Directors, as well as evaluating the overall presentation of the financial statements.

INDEPENDENT AUDITORS’ REPORT

106

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit

opinion on the financial statements.

Basis for Qualified Opinion

a) As on the Balance Sheet date, the Company has Deferred Tax Assets of ` 3,725.31 Lacs recognised on the

basis of unabsorbed Business Losses / unabsorbed Depreciation and expected profits in future. This is not

in accordance with Accounting Standard 22 on “Accounting for Taxes on Income” which requires that such

assets should be recognized to the extent that there is virtual certainty supported by convincing evidence

that the future taxable income will be available against which such assets can be realized. In our opinion this

expectation cannot be considered as virtual certainty to recognize such assets. Consequently, profits, the

relevant asset and the reserves surplus for the year are overstated by ` 3,725.31 Lacs.

b) In respect of contribution to the cost of Common Transmission Infrastructure in one of the radio stations,

which was hitherto in dispute and for which settlement was agreed during the year, the Company has not

capitalized the asset. The amount to be impaired / written of is ` 92.55 Lacs. Consequently the profit for the

year, relevant asset and the reserves and surplus are overstated ` 92.55 Lacs.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us, except for the

effects of the matters described in the Basis for Qualified Opinion Paragaph, the aforesaid financial statement give

the information required by the Act in the manner so required and give a true and fair view in conformity with the

accounting principles generally accepted in India, of the state of affairs of the Group as at 31st March, 2015, its profit

and its cash flows for the year ended on that date.

Emphasis of Matter

We draw attention to Note no. 32 of the audited financial statements with regards to the Mangerial Remuneration

paid to the Managing Director by the Company during the period from April 01, 2014 to March 31, 2015 which is

subject to approval of the shareholders & Central Government.

Our report is not modified in respect of the above matter.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditors’ Report) Order, 2015 (“the Order”) issued by the Central Government

of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure, a statement on the

matters specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, we report that:

a. we have sought and obtained all the information and explanations which to the best of our knowledge

and belief were necessary for the purpose of our audit;

b. in our opinion, proper books of account as required by law have been kept by the Company so far as it

appears from our examination of those books;

c. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow Statement dealt with by this

Report are in agreement with the books of account;

Auditors' Report


107


d. Except for the effects of the matter described in the Basis for Qualified Opinion Paragraph above, in

our opinion, the aforesaid financial statements comply with the Accounting Standards specified under

Section 133 of the Act read with Rule 7 of the Companies (Accounts) Rules, 2014;

e. The matter described under para (a) of the Basis of Qualified Opinion Paragraph above, in our opinion,

may have an adverse effect on the functioning of the Company.

f. on the basis of written representations received from the directors as on March 31, 2015, and taken on

record by the Board of Directors, none of the directors is disqualified as on March 31, 2015, from being

appointed as a director in terms of Section 164(2) of the Act.

f. With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of

the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and

accoding to the explanations given to us;

(i) The Company has disclosed the the impact of pending litigations on its financial position in its

financial statements - refer note 24 on Contingent Liabilities to the financial statements;

(ii) As per information and explanation give to us, the Company did not have any long-term contracts

including derivative contracts hence, the question of any material foreseeable looses does not

arise;

(iii) There were no amounts which were required to be transferred to the Investor Education and

Protection Fund by the Company.



Firm Reg No. 103523W

Atul Gala

Partner



108

(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

(b) During the year, the fixed assets of the Company have been physically verified by the management and as informed, no material discrepancies were noticed on such verification. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets.

(ii) The Company does not hold any inventory and hence Clause 4(ii)(a), 4(ii)(b) and 4(ii)(c) is not applicable to the Company.

(iii) As informed to us, the Company has not granted loans, secured or unsecured, to companies, firms or

other parties covered in the register maintained under section 189 of the Act, except loan amounting

` 76.30 Lacs to its holding Company, Next Mediaworks Limited. The Maximum amount involved during the

year was ` 829.10 lacs and the year-end balance of loan granted to such party was ` 76.30 Lacs.

(a) As informed to us, there are no stipulations as to the repayment of the principal amount and interest amount.

(b) As informed to us, In respect of the aforesaid loans, there is no overdue amount of loan.

(iv) In our opinion and according to the information and explanations given to us, there exists adequate internal control system commensurate with the size of the Company and the nature of its business for purchase of fixed assets and with regard to the sale of services. During the course of our audit, we have not observed any continuing failure to correct weakness in internal control system of the Company.

(v) In our opinion and according to the information and explanations given to us, the company has not accepted any deposits from the public within the provisions of Sections 73 to 76 of the Act and the rules framed there under.


of the Company under sub-section (1) of Section 148 of the Act and the rules framed there under.

(vii) The Company is regular in depositing with appropriate authorities undisputed statutory dues including

provident fund, employees’ state insurance, income-tax, sales-tax, wealth-tax, service tax, value added tax,

cess and any other material statutory dues applicable to it.

AND

(a) According to the information and explanations given to us, no undisputed amounts payable in respect of

provident fund, employees' state insurance, income-tax, sales-tax, wealth tax, service tax, value added tax,

customs duty, excise duty, cess and any other material statutory dues applicable to it, were outstanding

at the year end, for a period of more than six months from the date they became payable.

ANNEXURE TO INDEPENDENT AUDITOR’S REPORT[Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ in the Independent Auditors’ Report of even date to the members of Next Radio Limited ( formerly known as Radio One Limited ) on the financial statements for the year ended March 31, 2015]


109


(b) According to the information and explanations given to us, the dues outstanding with respect to income-

tax, sales-tax, wealth tax, service tax, value added tax, customs duty, excise duty, cess and any other

material statutory dues applicable to it, on account of any dispute, are as follows:

Name of the statute

Nature of the dues

Amount Period to which the amount

relates

Forum where dispute is pending


TDS 181.44 Lacs



TDS 65.91 Lacs


(c) According to the information and explanations given to us, there were no amounts which were required

to be transferred to the Investor Education and Protection Fund by the Company.

(viii) The accumulated losses of the Company are not more than fifty percent of its net worth. However the Company

has not incurred cash losses during the financial year covered by our audit and in the the immediately preceding

financial year.

(ix) According to the information and explanations given to us, the Company has not defaulted in repayment of

dues to financial institution(s), bank(s) or debenture holders(s).

(x) According to the information and explanations given to us, the Company has not given any guarantee for loans

taken by other from banks or financial institutions.

(xi) The Company has not obtained any term loans during the year.

(xii) During the course of our examination of the books and records of the Company, carried out in accordance

with the generally accepted auditing practices in India, and according to the information and explanations

given, we have neither come across any instance of fraud on or by the Company, noticed or reported during

the year, nor have we been informed of any such case by the management.



Firm Reg No. 103523W

Atul Gala

Partner



Annexure to Auditors' Report

110


As at 31st March, 2015

As at 31st March, 2014

` in lakhs ` in lakhsEQUITY AND LIABILITIESShareholders’ funds

Share capital 4 15,926.38 15,926.38

Reserves and surplus 5 (7,034.48) (7,588.17)

8,891.90 8,338.21 Non-current liabilities

Long-term borrowings 6 286.81 772.62


312.10 792.71

Current liabilities

Short-term borrowings 8 580.22 592.26

Trade payables 9 67.50 266.43

Other current liabilities 10 645.29 1,164.08


1,489.64 2,182.36

Total 10,693.64 11,313.28

ASSETSNon-current assets

Fixed assets 11

Tangible assets 819.73 1,247.17

Intangible assets 1,320.00 2,306.08

2,139.73 3,553.25

Non-current investments 12 0.50 0.50

Deferred tax assets (net) 13 3,745.41 4,011.42 Long-term loans and advances 16 484.31 1,067.86 Other non-current assets 15 254.22 218.02

Current assets

Trade receivables 14 1,533.67 1,684.96

Cash and Bank Balances 15 1,857.72 240.88


Other current assets 17 128.96 67.67

4,069.47 2,462.24

Total 10,693.64 11,313.28

Summary of significant accounting policies 3The Notes are an integral part of financial statements

BALANCE SHEET as at 31st March, 2015


For and on behalf of the Board of Directors of Next Radio Limited


Vineet Singh Hukmani Managing Director

(DIN: 02514684)

Dilip Cherian Chairman and Director

(DIN: 00322763)

Satyender Singh ChauhanCompany Secretary

Ismail Dabhoya Adille Sumariwalla

Place: Mumbai Group Chief Financial Officer Director (DIN: 00045855)



111






REVENUE FROM OPERATIONS

Advertisement Revenue 6,542.88 5,896.56

Other income 18 180.56 -

Total Revenue 6,723.44 5,896.56

EXPENSES

Radio license fees 394.75 419.32

Employee Benefit Expenses 19 1,821.41 1,243.89

Operating expenses 20 1,241.26 1,390.09


4,233.73 3,815.16

Earnings Before Interest, Tax, Depreciation andAmortization (EBITDA)-[Refer Note 3(o)]

2,489.71 2,081.40

Depreciation & Amortization 11 1,357.98 1,228.81

Finance charges (Net) 22 191.76 366.74


Tax expense:

Deferred tax for the current period 13 266.01 231.97


Earnings per equity share: 23

Basic & Diluted 0.24 (0.07)



STATEMENT OF PROFIT AND LOSS for the year ended 31st March, 2015





(DIN: 02514684)


(DIN: 00322763)





112





(DIN: 02514684)


(DIN: 00322763)







` in lakhs ` in lakhsA. Net Cashflow from operating Activities

Net Profit / (Loss) before tax 939.97 485.85 Depreciation 1,357.98 1,228.81 Interest & finance cost 310.56 418.02 Loss/(profit) on sale of fixed assets (net) (0.22) - Income from Investment (0.08) - Interest Income (118.80) (51.28) Rent Equalisation Reserve 2.66 - Sundry Balances W/off 9.99 Creditors written back (160.43) - Provision for Doubtful Debt 130.86 114.66

Operational Profit before Working Capital 2,472.49 2,196.06

Adjustments for changes in Working CapitalSundry Debtors 20.44 (69.13)Loans & Advances 509.49 (496.84)Liabilities & provisions (383.55) (292.73)Non current assets (36.20) (17.38)

Sub-Total 110.18 (876.08)

Cash generated from operations 2,582.67 1,319.99 Income Tax (68.60) (50.53)Sub-Total (68.60) (50.53)Net Cash Flow from Operating Activities (A) 2,514.07 1,269.46

B. Cash Flow from Investing Activities Purchase of fixed Assets 53.70 (39.69) Sale of Fixed Assets 0.22 - Interest Received 57.50 8.72 Income on Investments 0.08 Investments - (0.50)

Net Cash Flow from Investing Activities (B) 111.50 (31.47)

C. Cash Flow from financing Activities Long Term & Other borrowings - 260.00 Repayment of Long Term & Other borrowings -Net (677.55) (685.97) Interest & finance cost (331.18) (632.69)

Net Cash Flow from Financing Activities (C) (1,008.73) (1,058.65)

Net Increase/decrease in Cash & Cash Equivalents (A+B+C) 1,616.84 179.33


Cash & Cash Equivalents at the end of the year 1,857.72 240.88

CASH FLOW STATEMENT


113


1. Corporate Information Next Radio Limited (previously known as Radio One Limited) (‘the company’) is a public company domiciled in

India and incorporated under the provisions of Companies Act, 1956. The radio business was initially promoted

as a wholly-owned subsidiary of the Next Mediaworks Limited which later became a joint venture between

Next Mediaworks Ltd. (formerly "MiD- Day Multimedia Limited") and BBC Worldwide Holdings B. V. (BBC). Next

Radio Limited (previously known as Radio One Limited) was among the first private players to venture into

private FM broadcasting and presently has established "Radio One" as the premium FM Brand in top 7 cities of

the country being Delhi, Mumbai, Chennai, Kolkata, Bangalore, Pune, and Ahmedabad.

2. Basis of preparation The Financial statements of the company have been prepared in accordance with generally accepted

accounting principles in India (Indian GAAP). The Company has prepared these financial statements to comply

with all material respects with the accounting standard specified u/s 133 of the Companies Act 2013,read

with Rule 7 of the Companies (Accounts) Rules 2014 and the relevant provisions of the Companies Act 2013.

The financial statements have been prepared on an accrual basis and under historical cost convention. The

accounting policies have been consistently applied by the company and are consistent with those used in

previous year.

3. Summary of significant accounting policies

a) Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires

the management of the company to make estimates and assumptions that affect the reported amounts of

income and expenses of the period and the reported balances of assets and liabilities and the disclosures

relating to contingent liabilities as of the date of the financial statements. Difference, if any, between the

actual results and estimates is recognized in the period in which the results are known.

b) Tangible fixed assets

Fixed assets are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any.

The cost comprises purchase price, borrowing costs if capitalization criteria are met and directly attributable

cost of bringing the asset to its working condition for the intended use.

Subsequent expenditure related to an item of fixed asset is added to its book value only if it increases the future

benefits from the existing asset beyond its previously assessed standard of performance. All other expenses for

existing fixed assets, including day-to-day repair and maintenance expenditure and cost of replacing parts, are

charged to the statement of profit and loss for the period during which such expenses are incurred.

Gains or losses arising from disposal of fixed assets are measured as the difference between the net disposal

proceeds and the carrying amount of the fixed asset and are recognized in the statement of profit and loss

when the asset is disposed.

c) Intangible assets

Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition,


114

intangible assets are carried at cost less accumulated amortization and accumulated impairment, if any.

`The One Time Entry Fees’ paid by the Company to acquire FM broadcasting license has been classified as an

intangible asset. The benefit of this will be derived over a period of 10 years, and hence it is being amortized

accordingly.

d) Depreciation Depreciation on fixed assets is provided on a straight-line basis using the rates arrived at based on the useful

lives estimated by the management, or those prescribed under the Schedule II of the Companies Act, 2013, whichever is higher. Depreciation on additions during the year is provided on a pro-rata basis from the date of addition.

e) Impairment At each Balance Sheet date the carrying amount of the assets is tested for impairment. If there is any indication

of impairment, the company estimates the recoverable amount of the asset. If such recoverable amount of the asset or the recoverable amount of cash generating unit to which the asset belongs is less than its carrying amount, the carrying amount is reduced to its recoverable amount. The reduction is treated as an impairment loss and is recognized in the Statement of Profit and Loss. If at the Balance Sheet date there is an indication that the previously assessed impairment loss no longer exist, the recoverable amount is reassessed and the assets is reflected at the recoverable amount.

f) Leases Finance eases, which effectively transfer to the company substantially all the risks and benefits incidental to

ownership of the leased item, are capitalized at the inception of the lease term at the lower of fair value of the leased property and present value of minimum lease payments. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability.

Leases, where the lessor effectively retains substantially all the risks and benefits of ownership of the leased item, are classified as operating lease. Operating lease payments are recognized as an expense in the statement of profit and loss on accrual basis.

g) Revenue recognition Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company

and the revenue can be reliably measured.

Radio FM Broadcasting Revenue from radio broadcasting is recognized on accrual basis and net of service tax.

Interest Interest Income is recognized on a time proportion basis taking into account the amount outstanding and the

applicable interest rate.

Others As per Industry practice, Income / expenditure of a reciprocal nature not involving any monetary transaction

has not been considered.

h) Foreign currency translation

Initial recognition

Foreign currency transactions are recorded in the reporting currency, by applying to the foreign currency amount



115



the exchange rate between the reporting currency and the foreign currency at the date of transaction.

Conversion

Foreign currency monetary items are retranslated using the exchange rate prevailing at the reporting date.


i) Retirement and other employee benefits Short term employee benefits payable wholly within twelve months of rendering services such as salaries,

wages, etc. are recognized in the period in which the employee renders the related service.

Defined Contribution Plan: The Company’s contribution to the state governed employee’s provident fund scheme is a defined contribution plan. The contribution paid / payable under the scheme is recognized during the period in which the employee renders the related service.



j) Income Taxes Tax expense comprises current and deferred tax. Current tax is determined on the basis of taxable income and

tax credits computed in accordance with the provisions of the Income Tax Act, 1961.



k) Earnings Per Share Basic earning per share are calculated by dividing the net profit or loss for the period attributable to the

equity shareholders (after deducting preference dividends and attributable expenses) by the weighted average number of equity shares outstanding during the period. The weighted average number of equity share outstanding during the period is adjusted for events such as bonus issue, bonus element in a rights issue, share spilt and reverse share spilt (consolidation of shares) that have changed the number of equity shares outstanding, without a corresponding change in resources.


l) Provisions

A provision is recognized when the company has a present obligation as a result of a past event, it is probable

that an outflow of resources embodying economic benefits will be required to settle the obligation and a

reliable estimate can be made of the obligation. Provisions are not discounted to their present value and

are determined based on the best estimate required to settle the obligation at the reporting date. These

estimates are reviewed at each reporting date and adjusted to reflect the current best estimates.

116

m) Contingent liabilities, contingent assets

A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by

the occurrence or non-occurrence of one or more uncertain future events beyond the control of the company

or a present obligation that is not recognized because it is not probable that an outflow of resources will

be required to settle the obligation. The Company does not recognize a contingent liability but discloses its

existence in the financial statements.


n) Cash and cash equivalents

Cash and cash equivalents for the purposes of cash flow statement comprise cash at bank and in hand and

short-term investments with an original maturity of three months or less.

o) Measurement of EBITDA

The Company has elected to present earning before interest, tax, depreciation and amortization (EBITDA) as a

separate line item on the face of the Statement of Profit and Loss. The Company measures EBITDA on the basis

of profit / (loss) from continuing operations. In its measurement, the company does not include depreciation

and amortization expense, finance costs and tax expense.


Particulars


Number of

Shares

Amount

(` in lakhs)

Number of

Shares

Amount

(` in lakhs)

Authorized Capital


11.50% Optionally Convertible

Cumulative Preference Shares of

` 10/- Each

25,770,000 2,577.00 25,770,000 2,577.00

214,700,000 21,470.00 164,700,000 16,470.00



11.50% Optionally Convertible

Cumulative Preference Shares of

` 10/- Each fully paid

25,770,000 2,577.00 25,770,000 2,577.00

159,263,757 15,926.38 159,263,757 15,926.38



117


b. Reconciliation of Equity Shares & Preference Shares at the beginning of the year & at the end of

the year

Particulars


Number of Shares

Amount (` in lakhs)

Number of Shares

Amount (` in lakhs)

Equity Shares

Shares outstanding at the beginning of the

year

133,493,757 13,349.38 133,493,757 13,349.38

Add: Shares issued during the year - - - -



Preference Shares

Shares outstanding at the beginning of the

year

25,770,000 2,577.00 25,770,000 2,577.00

Add: Shares issued during the year - - - -





d. Terms of conversion / redemption of 11.50% optionally convertible cumulative preference shares

Preference shares are convertible at the option of the holder at the premium of ` 8/- per share or to be redeemed at the completion of 20 years i.e. in the year 2029-30.

Cumulative outstanding preference dividend as on 31st Mar, 2015 is ` 1676.64 lakhs (as on 31st Mar, 2014 - ` 1380.28 lakhs)

e. Shares held by holding company and / or their subsidiaries

Particulars


Number of

Shares

% of Holding Number of

Shares

% of Holding

Equity Shares


(the holding Company)

96,430,770 72.24% 96,430,770 72.24%

Preference Shares


(the holding Company)

25,770,000 100.00% 25,770,000 100.00%


118

f. Details of Shareholders holding more than 5% shares in the company


Number of Shares


% of Holding

Equity Shares

Next Mediaworks Limited 96,430,770 72.24% 96,430,770 72.24%

BBC Worldwide Holdings B.V 24,287,982 18.19% 24,287,982 18.19%

Vineet Singh Hukmani 6,670,000 5.00% 6,670,000 5.00%

Total 127,388,752 95.43% 127,388,752 95.43%

Preference Shares

Next Mediaworks Limited 25,770,000 100.00% 25,770,000 100.00%

Total 25,770,000 100.00% 25,770,000 100.00%

g. Aggregate number of bonus shares issued, shares issued for consideration other than cash during the period

five years immediately preceding the reporting date.

ParticularsYear (Aggregate No. of Shares)

2014-15 2013-14 2012-13 2011-12 2010-11

Equity Shares

- Fully Paid by way of bonus shares - - - - 6,773,482

Preference Shares - - - - -


Particulars


Amount (` in lakhs)


Amount (` in lakhs)

Securities Premium


Closing Balance 3,837.81 3,837.81

Surplus

Opening Balance (11,425.98) (11,679.86)

Add: Net Profit for the year 673.96 253.88

Less: WDV of Assets-[Refer Note 27] (120.27) -

Closing Balance (10,872.29) (11,425.98)

Total Reserves & Surplus (7,034.48) (7,588.17)



119



Particulars


As at 31st Mar, 2015 Amount

(` in lakhs)


(` in lakhs)

Secured Borrowings

Term Loans (From Banks) 286.81 559.75



- From Others - 212.87

286.81 772.62

a Term loan is secured by personal property and guarantee of Managing director of holding company and also

secured by corporate guarantee of holding company.

b Term Loan from bank is repayable in 36 equal monthly installments of Rs 14.20 lakhs each

c Current maturities of Long term borrowings have been reported as Other Current Liabilities

7. Provisions

Particulars



Amount (` in lakhs)


Amount (` in lakhs)


Amount (` in lakhs)


Amount (` in lakhs)



Gratuity Payable(Funded) 4.36 - 34.89 8.57

Provision for other expenses - - 161.12 148.62

25.29 20.09 196.63 159.59

8. Short Term Borrowings

Particulars


Amount (` in lakhs)


Amount (` in lakhs)

Secured Borrowings

Cash Credit Facility (From Banks) 580.22 332.26

Overdraft from Bank - 90.00

Term Loan from Financial Institution - 170.00

580.22 592.26

a Cash Credit facilities are secured against hypothecation of Book Debts and further secured by pari-passu

charge on movable and immovable assets of the company, present and future, and by personal guarantee of

Managing director of holding company Next Mediaworks Limited and also secured by corporate guarantee of

holding company.


120

9. Trade Payables

ParticularsAs at 31st Mar, 2015

Amount (` in lakhs)


(` in lakhs)Trade Payables To Others 67.50 266.43

67.50 266.43


ParticularsAs at 31st Mar, 2015

Amount (` in lakhs)


(` in lakhs)

Other Current Liabilities

Current Maturities of Long term debt 126.05 305.74

Advance Received from customers 12.57 8.39 Taxes Payable 58.36 143.42 Other Current Liabilities 448.31 685.90 Interest Accrued and due - 15.38 Interest accured but not due to others - 5.24

645.29 1,164.08


Particulars


As at 1st Apr, 2014

Additions during the

year

Deductions during the

year

As at 31st Mar,

2015

As at 1st Apr, 2014

For the year

Transfer to Opening reserve

Deductions during the

year

As at 31st Mar,

2015

As at 31st Mar,

2015

As at 31st Mar,

2014

Tangible Assets:

Building 38.07 - - 38.07 20.92 4.39 12.69 - 38.00 0.07 17.16

Studio equipment 451.63 - - 451.63 356.28 36.45 1.08 - 393.80 57.83 95.35

Transmitter 687.97 21.67 - 709.64 251.85 131.95 3.10 - 386.91 322.73 436.12

Furniture and fixtures

640.44 0.81 - 641.25 293.94 107.65 18.42 - 420.00 221.24 346.52

Office Equipments 55.59 2.12 - 57.71 19.84 8.89 19.34 - 48.07 9.65 35.76

Computers 336.18 27.11 5.94 357.37 321.17 10.58 10.30 5.94 336.12 21.25 15.01

Air-conditioners 97.36 5.29 - 102.65 31.10 8.83 53.77 - 93.69 8.95 66.26

Audio-visual equipments

2.63 - - 2.63 1.05 - 1.58 - 2.62 0.01 1.57

Vehilces - 7.73 - 7.73 - 0.21 - - 0.20 7.52 -

Common Transmission Infrastructure (Refer note below)

429.29 - - 429.29 195.87 62.94 - - 258.81 170.48 233.44


2,739.15 64.73 5.94 2,797.95 1,492.00 371.89 120.26 5.94 1,978.21 819.73 1,247.18

Intangible Assets:

One Time Entry Fees

9,732.53 - - 9,732.53 7,454.92 973.25 - - 8,428.18 1,304.36 2,277.61

Computer software 92.63 - - 92.63 64.17 12.83 - - 77.00 15.64 28.46


9,825.16 - - 9,825.16 7,519.09 986.08 - - 8,505.18 1,320.00 2,306.07

Capital Work in Progress

-

Total 12,564.31 64.73 5.94 12,623.12 9,011.09 1,357.97 120.26 5.94 10,483.39 2,139.73 3,553.25

Previous Year 12,524.64 39.69 - 12,564.33 7,782.28 1,228.81 - - 9,011.09 3,553.25

Common Transmission Infrastructure (CTI) is co-owned by the company along with other Radio FM players in each city. The company has started using such facility at Bangalore, Delhi, Pune, Ahmedabad & Mumbai in earlier period.Depreciation on CTI is charged on straight line method over balance period of License at each location.



121


12. Non Current Assets

Particulars


Number of Shares

Amount (` in lakhs)

Number of Shares

Amount (` in lakhs)

Investments in Dombivli Nagari Sahakari Bank (Equity Shares of ` 50/- Each)

1,000 0.50 1,000 0.50

0.50 0.50

13. Deferred Tax Assets (net) As per AS 22 on accounting for taxes on income, the company has reversed ` 266.01 lakhs net deferred tax

asset for the year

Particulars


Amount (` in lakhs)


Amount (` in lakhs)

Deferred Tax Assets/(Liabilities)

On Carried Forward Losses 3,710.19 4,057.50

On Depreciation on Fixed Assets 15.12 (52.49)

On Leave Encashment 7.12 5.55

On Gratuity 12.98 0.86

3,745.41 4,011.42

14. Trade Receivables

Particulars


Amount (` in lakhs)


Amount (` in lakhs)

Trade receivables outstanding for period exceeding six

months from the date they are due for payment

Unsecured, considered good 205.22 230.25

Unsecured, considered doubtful 249.42 242.77

454.64 473.02

Less: Provision for doubtful debts 249.42 242.77

(A) 205.22 230.25

Trade receivables outstanding for a period less than six

months from the date they are due for payment

Unsecured, considered good 1,328.45 1,454.71

(B) 1,328.45 1,454.71

Total (A+B) 1,533.67 1,684.96


122

15. Cash & Bank Balances

Particulars

Non-current Current


Amount (` in lakhs)


Amount (` in lakhs)


Amount (` in lakhs)


Amount (` in lakhs)

Cash & Cash Equivalents

Balances with banks

- In Current Account - - 1,694.41 139.50

- In Deposit Accounts 7.25 4.81 160.00 -

Cash in Hand - - 3.31 1.38

Other bank balances

Deposit Account (Under lien with bank)

17.08 25.16 - 100.00

Margin Money 229.89 188.05 - -

254.22 218.02 1,857.72 240.88

Non Current portion of Cash & bank balance has been reported as other non- current assets.


Particulars



Amount (` in lakhs)


Amount (` in lakhs)


Amount (` in lakhs)


Amount (` in lakhs)

Unsecured considered good

Trade Deposits 309.74 300.91 - -

Capital Advances 97.56 216.00 - -

Advances to Creditors - - 73.19 17.01

Receivable from BECIL - - - 77.71

Staff Loans & Advances - - 5.05 1.74

Tax Deducted at Source - - 300.30 231.70

Service Tax Cenvat Receivable

44.29 -


Loans to Others - - 0.90 0.79

Loans to Related Parties 77.01 550.95 2.79 1.20

484.31 1,067.86 549.12 468.73



123



17. Other Current Assets

Particulars


Amount (` in lakhs)


Amount (` in lakhs)

Other Current AssetsInterest Accrued but not due 16.20 43.43 Interest Accrued but not due from Related parties 112.76 24.24

128.96 67.67

18. Other Income

Particulars


Amount (` in lakhs)


Amount (` in lakhs)

Other IncomeDividend Income 0.08 - Other Income 19.83 - Profit on Sale of Fixed Assets 0.22 - Creditors / Liabilities Written Back 160.43 -

180.56 -


Particulars


Amount (` in lakhs)


Amount (` in lakhs)

Employee CostsSalary & Wages 1,645.16 1,112.48 Contribution to PF and other funds 48.38 33.38 Staff Welfare expenses & Other Employee expenses 127.87 98.04

1,821.41 1,243.90

20. Operating Expenses

Particulars


Amount (` in lakhs)


Amount (` in lakhs)

Operational Expenses

Royalty 171.27 155.81

Radio programme creation and studio hire 136.76 374.27

Repairs & Maintainance - Equipment 108.89 173.37



Rent 548.73 417.39

1,241.26 1,390.09

124


Particulars


Amount (` in lakhs)


Amount (` in lakhs)

General & Administrative Expenses


Travelling 38.04 51.60

Conveyance 38.92 29.59

Directors sitting fees 0.33 0.28


Auditors remuneration :- -


- Tax Audit 0.75 0.75

- Others 1.10 0.90

Sundry Balance w/off 9.99 -


Discounts & Other Incentives 151.95 206.96

Advertisement Expenses 114.77 89.57



Insurance 16.10 10.27

Rates and Taxes 7.29 11.21

Bad Debts Written Off 124.30 -

Add: Provision made during the year for doubtful debts 130.86 114.66

Less: Provision made in earlier years for bad debts (124.30) -

130.86 114.66

776.31 761.86

22. Finance Charges

Particulars


Amount (` in lakhs)


Amount (` in lakhs)

Interest Charges

On Loans from Banks 119.24 215.43

On Loans from Others 127.54 182.01

Less: Interest Income (118.79) (51.28)

Bank Charges & Commission 63.77 20.58

191.76 366.74



125



March 31, 2015 March 31, 2014

Net Loss as per Profit & Loss Statement (` in lakhs) 673.96 253.88

Less: Dividend on Preference Shares (` in lakhs) 357.02 346.72

Net loss for the year attributable to equity shareholders (` in lakhs) 316.94 (92.84)



Weighted average number of Shares issued during the year 0 0


Basic and diluted earnings (in `) per share 0.24 (0.07)

24. (A) Contingent Liabilities a. In respect of guarantees issued by the Company’s bankers ` 331.53 lakhs (Previous Year ` 348.37 lakhs).

b In respect of cumulative outstanding preference dividend as on 31st March,2015 is ` 1676.64 lakhs (Previous year ` 1380.28 lakhs)

c In respect of Income Tax demand under dispute ` 247.35 lakhs (Previous Year ` 247.35 lakhs)

24. (B) Estimated amount of contracts remaining to be executed on capital account is ` Nil(Previous Year ` Nil)

25. Disclosure pertaining to Micro, Small and Medium Enterprises There are no dues payable to Micro,Small and Medium Enterprises.The same has been determined to the

extent such parties have been identified on the basis of information available with the company.This has been

relied upon by the auditors.

26. Segment Reporting The Company has only one segment namely Radio Broadcasting; hence no separate disclosure of segment

wise information has been made.

27. Depreciation During the year ended 31st March, 2015, the company has adopted the useful life of assets as given in part C

of Schedule II of the Companies Act, 2013. An amount of ` 120.27 lakhs relating to assets where the useful

life has already expired, has been charged to retained earnings.

28. In the opinion of the Board of Directors, all assets other than fixed assets have a value on realization in the ordinary course of business at least equal to the amounts stated in balance sheet.

29. Related party disclosures Names of related parties and related party relationship a. Holding Company - Next Mediaworks Limited

b. Fellow Subsidiaries - One Audio Limited


126


Digital One Private Limited

Next Outdoor Limited

c. Under control of Management - Next Publishing Services Private Limited

Mid-Day Exports Pvt. Ltd.

Inquilab Offset Printers Ltd.

Ferari Investments and Trading Co. Pvt. Ltd.

Meridian Holding & Leasing Co. Pvt. Ltd.

MC Media Limited

d. Key Managerial Personnel - Mr. Vineet Singh Hukmani, Managing Director

Related party transactions

Nature of Transactions Holding Company

Fellow Subsidiaries

Under control of

Management


Interest Expenses: - - -

Inquilab offset printers Ltd -

(13.06)

Meridian Holding & Leasing Co Pvt Ltd 14.71 -

(36.12) -

Managerial Remuneration- Mr. Vineet Singh Hukmani

- - - 175.00

- - - (58.80)

Interest Earned 88.52

(24.24)

Unsecured Loan repaid during the year by holding company

1,181.84 -

-

Repayment of Unsecured Loan During the year

- - -

(210.70)

Inquilab offset printers Ltd -

(200.00)

MC Media Limited 30.00

-


(3.68)

Unsecured Loan payable at end of year

- - -

- Rent Expense 7.00

-


127



Nature of Transactions Holding Company

Fellow Subsidiaries

Under control of

Management


MC Media Limited - (30.00)

Meridian Holding & Leasing Co Pvt Ltd 0.13 (187.17)

Unsecured Loan given During the year 709.60 2.20 0.44 - (548.54) (1.11) (0.46) -

Unsecured Loan receivable at end of year

76.30 3.49 0.90 -

(548.54) (2.23) (0.47) - Interest Recievable 112.76

(24.24)

30. Employee Benefits The Company has classified the various benefits provided to the employees as under.

a. Defined Contribution Plans

Provident FundThe Company has recognized ` 44.36 lakhs in Profit & Loss Statement towards employer’s contribution to provident fund.

b. Defined Benefit Plans

- Contribution to Gratuity Fund (Funded Scheme)

- Leave Encashment (Non-funded Scheme)In accordance with the Accounting Standards (AS 15) (Revised 2005), actuarial valuation was performed in respect of the aforesaid defined benefit plans based on the following assumptions: Discount Rate – 7.94% paRate of Increase in compensation levels (pa) – 6.00% pa

Attrition Rate – 2.00% pa

a. Change in the Present Value obligation


Amount (` in lakhs)


Amount (` in lakhs)

Present Value of Defined Benefit Obligation as at beginning of the period

39.03 33.68



Benefits Paid from the fund (0.92) (2.11)

Actuarial (gain) / Loss on Obligation 30.97 (3.04)

Present Value of Defined Benefit Obligation as at end of the period 80.40 39.03

128


b. Fair Value of Plan Assets (for Funded Scheme – Gratuity)

Present Value of Plan Assets as at beginning of the period 30.46 31.28

Expected Return on Plan Assets 2.84 2.58

Actuarial gain/(loss)on Plan Assets 2.49 (1.29)

Contributions 6.27 -

Benefits Paid (0.92) (2.11)

Fair Value of Plan Assets as at end of the period * 41.14 30.46

c. Reconciliation of Present Value of Defined Benefit Obligation and the Fair Value of Assets

Present Value of Funded Obligation as at end of the period 80.40 39.03

Fair Value of Plan Assets as at end of the period 41.14 30.46

Funded Asset recognised in the Balance Sheet (39.25) (8.57)


Present Value of Unfunded Obligation as at end of the period - -

Unrecognised Actuarial gains / (losses) - -

Unfunded Liability recognised in the Balance Sheet - -


d. Amount Recognized in the Balance Sheet

Present Value of Defined Benefit Obligation as at the end of the period

80.40 39.03

Fair Value of Plan Assets As at the end of the period 41.14 30.46

Liability / (Net Asset) recognized in the Balance Sheet 39.25 8.57

e. Expenses Recognized in the Profit & Loss Statement


Past Service Cost - -


Expected Return on Plan Assets (2.84) (2.58)

Curtailment Cost / (Credit) - -

Settlement Cost / (Credit) - -

Net Actuarial (gain) / Loss recognised in the Period 28.48 (1.75)

Total Expenses recognised in the Statement of Profit and Loss 36.96 6.17

The expected rate of return on plan assets is based on market expectation at the beginning of the year. The

rate of return on risk free investments is taken as reference for this purpose.

The company has based on Actuarial Valuations reversed an amount of ` 0.96 lakhs as expenses on account

of leave encashment payable to the employees.


129



31. Foreign Currency Earnings & Expenditure

Expenditure in Foreign Currency

Particulars Current year (` in lakhs) Previous year (` in lakhs)

Capital Expenditure - 2.55

Others 35.80 20.59

Earning in Foreign Currency – ` Nil (Previous Year – ` Nil)

32 Managerial Remuneration During the year, the company's subsidiary Next Radio Limited has paid remuneration to Managing Director

which is in excess of the limits specified in Section 197 of the Companies Act, 2013. Such higher remuneration

is approved by the Nomination & Remuneration Committee and the Board of Directors. As required under

Schedule V to the Companies Act, 2013 the Company is in process of making an application to the Central

Government for the approval of the same. The approval of the members by way of special resolution was taken

at the Extraordinary General Meeting.

Managerial Remuneration debited to Statement of Profit and Loss is subject to approval of the Central

Government.

33 Previous years figures have been regrouped/rearranged wherever required to make them comparable.





(DIN: 02514684)


(DIN: 00322763)


Place: Mumbai

Ismail Dabhoya Group Chief Financial Officer

Adille Sumariwalla Director

(DIN: 00045855)


130

NOTICE is hereby given that the 34th ANNUAL GENERAL MEETING of NEXT MEDIAWORKS LIMITED will be

held on Thursday, 6th August 2015 at 4.00p.m. at Hall of Harmony, Nehru Centre, Dr. Annie Besant Road, Worli,

Mumbai – 400 018 to transact the following business:

ORDINARY BUSINESS

1. To consider and adopt the Balance Sheet as at 31st March 2015 and Profit & Loss Account for the period

ended on that date, together with the Reports of the Board of Directors and the Auditors thereon.

2. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary

Resolution:

“RESOLVED THAT pursuant to the provisions of Section 139 and other applicable provisions, if any, of the

Companies Act, 2013 (the “Act”) read with the Companies (Audit and Auditors) Rules, 2014, M/s. Haribhakti&

Co., Chartered Accountants (Firm Registration No. 103523W), the retiring Statutory Auditors of the Company, be

and are hereby re-appointed as the Statutory Auditors of the Company to hold office from the conclusion of this

meeting until the conclusion of the next Annual General Meeting on such remuneration as may be determined

by the Board of Directors;

RESOLVED FURTHER THAT the Board of Directors of the Company (including its Committee thereof), be and

is hereby authorised to do all such acts, deeds, matters and things as may be considered necessary, desirable or

expedient to give effect to this Resolution.”

SPECIAL BUSINESS


Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any,

of the Companies Act, 2013 (“the Act”) and the Rules framed there under and Clause 49 of the Listing

Agreement entered into with the Stock Exchanges (including any statutory modifications or amendments

or re-enactment thereof for the time being in force) read with Schedule IV to the Act, Mr. Narayan K.

Varma (DIN: 00044796), Director of the Company, in respect of whom the Company has received a notice

in writing pursuant to Section 160 of the Act from a Member proposing his candidature for the office of

Independent Director, be and is hereby appointed as an Independent Director of the Company, not liable to

retire by rotation, to hold office for a period of five consecutive years effective 23rd January 2015.”


Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of

the Companies Act, 2013 (“the Act”) and the Rules framed there under and Clause 49 of the Listing Agreement

entered into with the Stock Exchanges (including any statutory modifications or amendments or re-enactment

thereof for the time being in force) read with Schedule IV of the Act, Mr. Adille Sumariwalla (DIN: 00045855),

Director of the Company, in respect of whom the Company has received a notice in writing pursuant to

Section 160 of the Act from a Member proposing his candidature for the office of Independent Director, be

and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold

office for a period of five consecutive years effective from 23rd January 2015.”

NOTICE


131


Notice

5. To consider and if thought fit, to pass with or without modification(s), the following resolution as an OrdinaryResolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Rules framed there under and Clause 49 of the Listing Agreement entered into with the Stock Exchanges (including any statutory modifications or amendments or re-enactment thereof for the time being in force) read with Schedule IV to the Act, Ms. Monisha Shah (DIN: 00542228), Director of the Company, in respect of whom the Company has received a notice in writing pursuant to Section 160 of the Act from a Member proposing her candidature for the office of Independent Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a period of five consecutive years effective from 23rd January 2015.”


“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Rules framed there under and Clause 49 of the Listing Agreement entered into with the Stock Exchanges (including any statutory modifications or amendments or re-enactment thereof for the time being in force) read with Schedule IV to the Act, Mr. Rajbir Singh Bhandal (DIN: 01962971), Director of the Company, in respect of whom the Company has received a notice in writing pursuant to Section 160 of the Act from a Member proposing his candidature for the office of Independent Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a period of five consecutive years effective from 23rd January 2015.”


“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Rules framed there under and Clause 49 of the Listing Agreement entered into with the Stock Exchanges (including any statutory modifications or amendments or re-enactment thereof for the time being in force) read with Schedule IV to the Act, Mr. Dilip Cherian (DIN: 00322763), Director of the Company, in respect of whom the Company has received a notice in writing pursuant to Section 160 of the Act from a Member proposing his candidature for the office of Independent Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a period of five consecutive years effective from 23rd January 2015.”

8. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Rules framed there under and Clause 49 of the Listing Agreement entered into with the Stock Exchanges (including any statutory modifications or amendments or re-enactment thereof for the time being in force) read with Schedule IV to the Act, Mr. I. Venkat (DIN: 00089679), Director of the Company, in respect of whom the Company has received a notice in writing pursuant to Section 160 of the Act from a Member proposing his candidature for the office of Independent Director, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for a period of five consecutive years effective from 23rd January 2015.”

9. To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 197 and 198 read with Schedule V and all other applicable provisions of the Companies Act, 2013, including the rules made thereunder and any amendments

132

thereto or any statutory modification or re-enactment thereof for the time being in force (“the Act”) and subject to all other sanctions, approvals and permissions as may be required and subject to such conditions and modifications as may be imposed or prescribed by any of the authorities while granting such sanctions, approvals and permissions, the Company hereby accords its approval for revision in the remuneration payable to Mr. Tarique Ansari – Chairman & Managing Director (DIN: 00101820) from the present ̀ 7,135,500/-(Seventy One LakhsThirty Five Thousand and Five Hundred only) to ` 6,000,000/- (Rupees Sixty Lacs Only) for the period commencing from 1st April 2014 till the end of his tenure i.e. upto 30th June 2016;

RESOLVED FURTHER THAT the Board of Directors of the Company (hereinafter referred to as the ‘Board’ which term shall be deemed to include any duly authorized Committee thereof, for the time being exercising the powers conferred on the Board by this resolution, including the Nomination & Remuneration Committee) be and is hereby authorized to revise, amend, alter and/or vary the terms and conditions in relation to the above remuneration in such manner as may be permitted in accordance with the provisions of the Act and/or to the extent as may be required, by the Central Government while according its approval;

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board be and is hereby authorized to do all such acts, deeds, matters and things as it may, in its absolute discretion deem necessary, proper or desirable including but not limited to making of an application to regulatory authorities, execution of necessary documents and to settle any questions, difficulties and/or doubts that may arise in this regard in order to implement and give effect to the foregoing resolution.”

10. To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 197, 198 and all other applicable provisions, if any, of the Companies Act, 2013, read with Schedule V thereto and the Rules made thereunder, as amended from time to time and subject to the approval of the Central Government if required, approval of the Company be and is hereby accorded to the re-appointment of Mr. Tariq Ansari (DIN: 00101820) as Whole-time Director of the Company designated as the Chairman & Managing Director for a further period of three (3) years with effect from 1st July 2016 to 30th June 2019 upon such terms and conditions as set out in the Explanatory Statement annexed to this Notice with liberty to the Board of Directors to alter and vary the terms and conditions of the said appointment in such manner as may be agreed between the Board of Directors (the “Board”) and Mr. Ansari;

RESOLVED FURTHER THAT the Board (which term shall be deemed to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution), be and is hereby authorised to take all such steps as may be necessary, proper and expedient to give effect to this Resolution.”

By Order of the Board of Directors For Next Mediaworks Limited Sd/- MANDAR GODBOLE COMPANY SECRETARY & MANAGER – LEGALRegistered Office:156, D J Dadajee Road, Behind Everest Building, Tardeo, Mumbai – 400034.

Dated: 18th June 2015

Notice


133


NOTES:

1. The Register of Members and the Share Transfer books of the Company will remain closed from Friday,

31st July 2015 to Wednesday, 5th August 2015 (both days inclusive) for the purpose of the 34th Annual general

Meeting (“AGM”) of the Company.

2. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013, which sets out details relating

to Special Business at the meeting, is annexed hereto.

3. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY/

PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF. SUCH A PROXY/ PROXIES NEED

NOT BE A MEMBER OF THE COMPANY. A person can act as proxy on behalf of members not exceeding fifty

(50) and holding in the aggregate not more than ten percent of the total share capital of the Company. The

instrument of Proxy in order to be effective, should be deposited at the Registered Office of the Company, duly

completed and signed, not less than 48 hours before the commencement of the meeting. A Proxy Form is sent

herewith. Proxies submitted on behalf of the companies, societies etc., must be supported by an appropriate

resolution/authority, as applicable.

4. The Company or its Registrars cannot act on any request received directly from the Members holding shares

in electronic form for any change of bank particulars or bank mandates. Such changes are to be advised

only to the Depository Participant of the Members. Members holding shares in physical form and desirous of

either registering bank particulars or changing bank particulars already registered against their respective

folios for payment of dividend are requested to write to the Company.

5. To prevent fraudulent transactions, members are advised to exercise due diligence and notify the Company

of any change in address or demise of any member as soon as possible. Members are also advised not to

leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the

concerned Depository Participant and holdings should be verified.

6. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account

Number (PAN) by every participant in securities market. Members holding shares in electronic form are,

therefore, requested to submit the PAN to their Depository Participants with whom they are maintaining their

demat accounts. Members holding shares in physical form can submit their PAN details to the Company.

7. Details under Clause 49 of the Listing Agreement with the Stock Exchange in respect of the Directors

seeking appointment/re-appointment at the 34th AGM, forms integral part of the Notice. The Directors have

furnished the requisite declarations for their appointment/re-appointment.

8. Electronic copy of the Annual Report for the year 2015 is being sent to all the members whose email IDs are

registered with the Company/Depository Participant(s) for communication purposes unless any member has

requested for a hard copy of the same. For members who have not registered their email address, physical

copy of the Annual Report for 2015 is being sent in the permitted mode.

9. Electronic copy of the Notice of the 34th AGM of the Company inter alia indicating the process and manner

of e-Voting along with Attendance Slip and Proxy Form is being sent to all the members whose email IDs are

registered with the Company/Depository Participants(s) for communication purposes unless any member

has requested for a hard copy of the same. For members who have not registered their email address,

physical copy of the Notice of the 34th AGM of the Company inter alia indicating the process and manner of

e-voting along with Attendance Slip and Proxy Form is being sent in the permitted mode.

10. Members may note that the Notice of the 34th Annual General Meeting and the Annual Report for the

financial year 2014-15 will also be available on the Company’s website www.nextmediaworks.comfor their

download. The physical copies of the aforesaid documents will also be available at the Company’s Registered

Notice

134

Office in Mumbai for inspection during normal business hours on working days. Even after registering for

e-communication, members are entitled to receive such communication in physical form, upon making a

request for the same, by post free of cost. For any communication, the shareholders may also send requests

to the Company’s investor email id: [email protected].

11. Voting through electronic means

I. In compliance with provisions of Section 108 of the Companies Act, 2013, Rule 20 of the Companies

(Management and Administration) Rules, 2014 as substituted by the Companies (Management and

Administration) Amendment Rules, 2015 (‘Amended Rules 2015’) and Clause 35B of the Listing Agreement,

the Company is pleased to provide members facility to exercise their right to vote on resolutions proposed

to be considered at the 34thAGM by electronic means and the business may be transacted through

e-Voting Services. The facility of casting the votes by the members using an electronic voting system

from a place other than venue of the AGM (“remote e-voting”) will be provided by National Securities

Depository Limited (NSDL).

II. The facility for voting through ballot paper shall be made available at the AGM and the members

attending the meeting who have not cast their vote by remote e-voting shall be able to exercise their

right at the meeting through ballot paper.

III. The members who have cast their vote by remote e-voting prior to the AGM may also attend the AGM

but shall not be entitled to cast their vote again.

IV. The remote e-voting period commences on Sunday, 2nd August 2015 (9:00 am) and ends

on Wednesday, 5th August 2015 (5:00 pm). During this period members of the Company,

holding shares either in physical form or in dematerialized form, as on the cut-off date i.e.

Thursday, 30th July 2015, may cast their vote by remote e-voting. The remote e-voting module

shall be disabled by NSDL for voting thereafter. Once the vote on a resolution is cast by the member,

the member shall not be allowed to change it subsequently.

V. The process and manner for remote e-voting are as under:

A. In case a Member receives an email from NSDL [for members whose email IDs are registered with

the Company/Depository Participants(s)]:

(i) Open email and open PDF file viz; “NMW remote e-voting.pdf” with your Client ID or Folio No.

as password. The said PDF file contains your user ID and password/PIN for remote e-voting.

Please note that the password is an initial password.

(ii) Launch internet browser by typing the following URL: https://www.evoting.nsdl.com

(iii) Click on Shareholder – Login.

(iv) Put user ID and password as initial password/PIN noted in step (i) above. Click Login.

(v) Password change menu appears. Change the password/PIN with new password of your

choice with minimum 8 digits/characters or combination thereof. Note new password. It is

strongly recommended not to share your password with any other person and take utmost

care to keep your password confidential.

(vi) Home page of remote e-voting opens. Click on remote e-voting: Active Voting Cycles.

(vii) Select “REVEN” of Next MediaworksLimited.

(viii) Now you are ready for remote e-voting as Cast Vote page opens.

(ix) Cast your vote by selecting appropriate option and click on “Submit” and also “Confirm”

when prompted.

(x) Upon confirmation, the message “Vote cast successfully” will be displayed.


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(xi) Once you have voted on the resolution, you will not be allowed to modify your vote.

(xii) Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send

scanned copy (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc.

together with attested specimen signature of the duly authorized signatory(ies) who are

authorized to vote, to the Scrutinizer through e-mail to [email protected] with a

copy marked to [email protected]

B. In case a Member receives physical copy of the Notice of AGM [for members whose email IDs are

not registered with the Company/ Depository Participants(s) or requesting physical copy] :

(i) Initial password is provided as below/at the bottom of the Attendance Slip for the AGM :

REVEN

(Remote e-voting Event Number)

USER ID PASSWORD/PIN

(ii) Please follow all steps from Sl. No. (ii) to Sl. No. (xii) above, to cast vote.

VI. In case of any queries, you may refer to the Frequently Asked Questions (FAQs) and e voting user manual

for Members available in the ‘Downloads’ section of www.evoting.nsdl.com.

VII. If you are already registered with NSDL for remote e-voting then you can use your existing user ID and

password/PIN for casting your vote.

VIII. You can also update your mobile number and e-mail id in the user profile details of the folio which may

be used for sending future communication(s).

IX. The voting rights of members shall be in proportion to their shares of the paid up equity share capital of

the Company as on the cut-off date of 30th July 2015.

X. Any person, who acquires shares of the Company and becomes member of the Company after dispatch

of the Notice of AGM and holding shares as of the cut-off date i.e. 30th July 2015, may obtain the login

ID and password by sending a request at [email protected]. However, if you are already registered

with NSDL for remote e-voting then you can use your existing user ID and password for casting your

vote. If you forgot your password, you can reset your password by using “Forgot User Details/Password”

option available on www.evoting.nsdl. com.

xI. A person, whose name is recorded in the register of members or in the register of beneficial owners

maintained by the depositories as on the cut-off date only shall be entitled to avail the facility of

remote e-voting as well as voting at the AGM through ballot paper.

XII. Mr. J.U. Poojari, Practicing Company Secretary (Membership No. 22867) of M/s J.U. Poojari & Associates,

has been appointed as the Scrutinizer to scrutinize the voting and remote e-voting process in a fair and

transparent manner.

XIII. The Chairman shall, at the AGM, at the end of discussion on the resolutions on which voting is to be

held, allow voting with the assistance of scrutinizer, by use of ballot paper for all those members who

are present at the AGM but have not cast their votes by availing the remote e-voting facility.

xIV. The Scrutinizer shall after the conclusion of voting at the AGM, will first count the votes cast at the

meeting and thereafter unblock the votes cast through remote e-voting in the presence of at least

two witnesses not in the employment of the Company and shall make, not later than three days of the

conclusion of the AGM, a consolidated scrutinizer’s report of the total votes cast in favour or against,

if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and

declare the result of the voting forthwith.

XV. The Results declared alongwith the report of the Scrutinizer shall be placed on the website of the

Company www.nextmediaworks.comand on the website of NSDL immediately after the declaration of

136

result by the Chairman or a person authorized by him in writing. The results shall also be immediately

forwarded to the BSE Limited and NSE Limited.

12. All documents referred to in the accompanying Notice and the Explanatory Statement shall be open for

inspection at the Registered Office of the Company during normal business hours (9.00 am to 5.00 pm) on all

working days except Saturdays, up to and including the date of the Annual General Meeting of the Company.

13. This Notice has been updated with the instructions for voting through electronic means as per the latest

amended rules.

14. Information required to be provided under the Listing Agreement entered into with various Stock Exchanges,

regarding the Directors who are proposed to be appointed / re-appointed is as below:

Name of Director Mr. Narayan K. Varma Mr. Adille J. Sumariwalla

Date of Birth 20/08/1931 01/01/1958

Date of Appointment 10/05/2001 30/01/2005

Qualifications Chartered Accountant Master's degree in Commerce (Management) from University of Mumbai, and an Executive MBA from the Asian Institute of Management, Manila, with distinction (Dean's List).

Directorshipsheld in other Companies (Indian companies)

Acrow India Limited 1. Professional Sports Services (India) Private Limited.

2. SE Transstadia Private Limited.

3. Next Radio Limited.

4. Interspace Communications Private Limited.

5. Interspace SolutionsPrivate Limited.

Memberships/Chairmanships of Committees of other public companies.

NIL Next Radio Limited:Audit Committee (Member) & Nomination & Remuneration Committee (Chairman)

Shareholding (No. of shares) NIL 5,875

Name of Director Ms. Monisha Shah Mr. Rajbir Singh Bhandal

Date of Birth 09/11/1969 19/12/1970


Qualifications M.SC., University of London, MBA, London Business School

Masters in Engineering, Economics and Management from the University of Oxford and is qualified Management Accountant

Directorships held in otherCompanies (Indian companies)

NIL 1. Techmobia Digital Solutions Private Limited.

2. Brilliant Institute Of Professional Studies Private Limited.

3. Futurize Ventures Private Limited.4. BOP Connect Social Venture Private

Limited.5. Techaccino Solutions Private Limited


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Memberships/Chairmanships of committees of other public companies.

NIL NIL

Shareholding (No. of shares) NIL NIL

Name of Director Mr. Dilip Cherian Mr. I. Venkat

Date of Birth 10/04/1956 14/10/1947


Qualifications Masters degree in Economics Graduate in Science

Directorshipsheld in other Companies (Indian companies)

1. Perfect Relations Private Limited

2. Accord Public Relations Private Limited

3. Image Public Relations Private Limited

4. Imprimis Life Pr Private Limited

5. The Advertising Standard Council of

India

6. Perfect PR Communication Services

Private Limited

7. Spring Sport and Sustainability Private

Limited

8. Next Radio Limited

9. Bajaj Corp Limited

10. Hoipolloi Jobs Solutions Private

Limited11. Bizsol Advisors Private Limited12. Jagaran Prakashan Limited13. Cell Centre for Ethical Life &

Leadership14. My Dreams Product Com Private

Limited15. Atit Digital Private Limited

1. Ushodaya Enterprises Private Limited

2. Audit Bureau of Circulation Limited

Memberships/Chairmanships of Committees of other public companies.

1. Bajaj Corp Limited: Audit Committee (Member) & Shareholder and Grievance Committee (Chairman)

2. Jagran Prakashan Limited: Nomination & Remuneration Committee (Chairman)

3. Next Radio Limited: Audit Committee (Chairman) & Nomination & Remuneration Committee (Member)

NIL

Shareholding (No. of shares) NIL NIL

138

Name of Mr. Narayan K. Varma

Director Mr. Tariq Ansari

Date of Birth 11/06/1961

Date of Appointment 01/07/2004

Qualifications Bachelor’s of Business Administration from Notre Dame, USA.

Directorships held in other NIL

Companies (Indian companies)

1. Inquilab Offset Printers Limited.2. Next Outdoor Limited.3. Meridian Holding and Leasing Company Private Limited.4. Mid Day Exports PrivateLimited.5. Ferari Investments and Trading Company Private Limited.6. Outdoor Network Private Limited.7. Next Publishing Services Private Limited.8. One Audio Limited.9. Asset VantageSystemsPrivate Limited.10. One By Two Media Private Limited.

Memberships/Chairmanships of committees of other public companies.

NIL

Shareholding (No. of shares) 4,337,298

ANNEXURE TO NOTICE

As required by Section 102 of the Companies Act, 2013 the following Explanatory Statement sets outthe material facts relating to the businesses under Item Nos. 3 to 10 of the accompanying Notice dated18th June 2015.

Item Nos. 3 to 8:

As per the provisions of Section 149(4) of the Companies Act, 2013 (the “Act”) and Clause 49 of Listing Agreement

entered into with the Stock Exchanges (“Clause 49”), every listed company shall have at least 1/3rd of its total number

of directors as independent directors and Section 149(6) of the Act and Clause 49 II B (1) of Listing Agreement, lays

down the criteria for independence.

In terms of Section 149(11) of the Act, an independent director can hold office for two terms of upto 5 consecutive

years each on the board of the company. The explanation to Section 149(10) and (11) further provides that any

tenure of an independent director before commencement of the Act shall not be reckoned while calculating

maximum term of office of Independent Directors under the Act.


(1) Mr. Narayan Varma


(3) Mr. Venkat Idupuganti


(5) Ms. Monisha Shah

(6) Mr. Rajbir Singh Bhandal

The period of office of the aforementioned Directors was liable to retire by rotation under the erstwhile Companies

Act, 1956. In terms of Section 149 and other applicable provisions of the Companies Act, 2013, the aforementioned

Directors, being eligible and offering themselves for appointment, are proposed to be appointed as Independent


139


Directors for a term of five (5) years effective 23rd January 2015. The said appointment has been approved by the

Board of Directors at its meeting held on 23rd January 2015.

The aforementioned Directors have furnished declarations to the Company under Section 149(7) of the Act,

confirming that they meet the criteria prescribed for independent directors under Section 149(6) of the Act as well

as Clause 49. In the opinion of the Board, these individuals are persons of integrity, possess the relevant expertise

and experience, fulfill the conditions specified in the Act and the Rules framed there under and Clause 49 and are

independent of the management of the Company. Notices, as required under Section 160 of the Act, have been

received from certain Members proposing the candidature of the said Directors as Independent Directors of the

Company. Brief profiles of the said Directors, in terms of Clause 49 of the Listing Agreement are being provided

below:

(a) Mr. Narayan K. Varma: Mr. Varma holds a Bachelor's degree in Commerce and is a Fellow Member of the

Institute of Chartered Accountants of India. He has 45 years of rich experience in the accounts and taxation.

Mr. Varma was Ex-president of the Bombay Chartered Accountants Society. He has been on the Company’s

Board as an Independent Director since May 2001.

(b) Mr. Adille J. Sumariwalla: Mr. Sumariwalla holds a Master's degree in Commerce (Management) from

University of Mumbai, and an Executive MBA from the Asian Institute of Management, Manila, with distinction

(Dean's List). He is a world-class athlete and recipient of the Arjuna Award, India's highest honour for

sportspersons. Mr. Sumariwalla has worked with Tata Engineering Ltd. for 15 years in various capacities. He

was also the CEO with the Asian Age and as a Vice President with Sai Service Group of Companies. He is the

Chairman and Managing Director of Clear Channel Communications (I) Pvt. Ltd. He has been on the Company’s

Board as an Independent Director since January 2005.

(c) Ms. Monisha Shah: Ms. Shah holds a Master's degree in Science from University of London and has also

done Masters in Business Administration from London Business School. She is an independent consultant in

the media and entertainment business with a special interest in the international exploitation of intellectual

property across radio, television, publishing and digital media. Ms. Shah has been on the Company’s Board

as an Independent Director since May 2011.

(d) Mr. Rajbir Singh Bhandal: Mr. Bhandal holds a Masters in Engineering, Economics and Management from

The University of Oxford and is a qualified Management Accountant.

Mr. Bhandal heads 2ergo India, which is part of the UK Headquartered 2ergo Group Plc. Leading the company’s

India operations, he advises on mobile strategy to many of the country’s leading mobile operators, media

and brands. He is a veteran of the mobile marketing industry having worked with clients on strategies to

maximize returns using the mobile channel since 2002. He has been instrumental in the launch of many

ground breaking projects, especially in the area of mobile couponing. Mr. Bhandal is a recognized thought

leader in the mobile marketing industry having spoken at forum’s in India and abroad plus authored numerous

articles. He has been on the Company’s Board as an Independent Director since July 2011.

(e) Mr. Dilip Cherian: Mr. Cherian holds a Master's degree in Economics. He has vast experience of over 15

years in the journalistic and media sector. Mr. Cherian is a Consulting Partner with Perfect Relations Limited

(“PRL”), a company which he founded in 1992. PRL advises CEOs and country management teams on External

Communications, Internal Communications and Public Affairs. He writes regular columns for The Asian Age,

The Indian Express and Mid-Day. He has been on the Company’s Board as an Independent Director since

January 2010.

(f) Mr. I. Venkat: Mr. Venkat holds a Bachelor's degree in Science. He has been in the Communication

profession from 1970. In 1987 he joined the Board of Directors of Ushodaya Enterprises Limited, publishers

of Eenadu Telugu Newspaper and ETV group of channels. Mr. Venkat is the Founder Member and member

140

of Board of Governors of MRUC, Mumbai. Recently inducted into INMA Board of Directors. He has been on

the Company’s Board as an Independent Director since October 2009.

Upon the approval of the Members of the Company on the said resolutions, the appointment of the

aforementioned directors shall be formalized by way of issuance of the letter of appointment by the Company

to the said Independent Directors.

The Board accordingly recommends the resolutions at Item Nos. 3 to 8 of this Notice for the approval of the

Members.

None of the said Directors are related to any of the Director of the Company. None of the Directors or Key

Managerial Personnel of the Company other than those mentioned in the respective resolutions and their

relatives are in any way concerned or interested, financially or otherwise, in the resolutions at Item Nos. 3 to 8

of this Notice.

Item No. 9:

Members are hereby informed that the Company had, at its Annual General Meeting held on 31st July 2013, re-

appointed Mr. Tarique Ansari as the Chairman & Managing Director of the Company for a period of three (3) years

effective 1st July 2013 on remuneration of ` 7,135,500/- (Seventy One Lakhs Thirty Five Thousand and Five Hundred

only) per annum.

The past few years had been challenging not just for the Indian Media and Entertainment (M&E) industry but for the

Indian economy as a whole. Domestically, growth slowed much more than anticipated, with both manufacturing

and services activity hamstrung by supply bottlenecks and sluggish external demand. A weaker rupee, sudden

reversal of capital flows and inhibited investment sentiment have caused a significantly adverse impact on India’s

growth.

Despite the difficult economic situation, the Company’s consolidated performance witnessed significant growth

in the past two years. During the year 2014-15, the Company’s consolidated revenue grew by ___% and stood at

` 6,542.88 Lacs as compared to ` 5,896.56 lacs in the year 2013-14. The Company also turn around its operations

in the past two years and registered profit of ` 201.81 lakhs against the loss of ` 99.14 Lacs during the year 2013-

14.

During the financial year 2014-15, the Ministry of Information & Broadcasting (“MIB”) cleared the proposal for

migration of existing radio licenses from Phase II to Phase III and e-auctions in 69 cities for new 135 frequencies. The

radio industry, which already performed well during the previous year, is expected to witness a significant growth

in the next few years, especially in the wake of approval form MIB for auctions and migration from Phase II to Phase

III.

Inspite of the turnaround in the operations and bright future ahead for the Company, as a measure of improving the

Company’s profitability,Mr. Tarique Ansari – Chairman & Managing Director has, with the approval of the Nomination

and Remuneration Committee and the Board in their respective meetings held on 18th June 2015 expressed his

desire to limit his remuneration to what is permissible under Schedule V to the Companies Act, 2013 for the period

commencing from 1st April 2014 till the end of his tenure i.e. upto 30th June 2016. Accordingly, Mr. Ansari has

voluntarily agreed to take lesser salary than what was approved by the shareholders i.e. ` 60 Lacs per annum for

the aforesaid period.


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Information as required in terms of Section II of Part II of Schedule V to the Companies Act, 2013 is furnished

below:

I. GENERAL INFORMATION :

1. Nature of Industry : Radio Broadcasting

2. Date of commencement of commercial production : Not Applicable

3. In case of new companies, expected date of

commencement of activities as per project

approved by Financial Institutions appearing in the

Prospectus

: Not Applicable

4. Financial Performance :

Financial parameters of the Company for the last five financial years:

(Amount in Lacs)

Particulars Year

2010-11 2011-12 2012-13 2013-14 2014-15Turnover - - - - -Net Profit/(Loss) (as computed u/s 198)

176.19 (240.17) (77.36) (284.91) (395.94)

Net Profit/(Loss) as per Profit & Loss Account

(1,644.49) (205.46) (97.26) (352.07) (471.01)

Amount of dividend paid - - - - -Earnings before interest, depreciation & taxes (EBIDTA)

(1,571.24)* (102.30) (144.82) (261.03) (253.39)

Export performance and net foreign exchange collaborations

- 2.65 - -

Foreign Investments or collaborators, if any.

Note: *EBIDTA for the year 2010-11 includes exceptional item of ` (1,753.34) Lacs.

II. INFORMATION ABOUT THE APPOINTEE :

a. Background Details:

Mr. Tariq Ansari, aged 54 years, holds a degree in business administration from the University of Notre

Dame in the United States. Mr. Ansari was appointed as the Managing Director of the Company in 1988

and since then has been re-appointed as the Chairman and Managing Director of the Company from time

to time. He has over 25 years of experience in strategic planning and management in the media industry.

Mr. Ansari reports to the Board of Directors of the Company.

b. Past Remuneration:

Amount (in `)

Year Remuneration (per annum)

2012-13 42,00,000

2013-14 57,20,000

2014-15 64,80,000

c. Recognition / Awards: NIL

142

d. Job Profile & Suitability:

Mr. Tariq Ansari joined the Company (formerly known as Mid Day Publications Limited) as an Executive

Assistant to the Managing Director which was into publishing and media business. He took over as the

Managing Director of the Company in 1988. With his sharp business acumen, his leadership skills, and his

rich experience in the media business, the Company’s turnover increased from ` 5 Crores in 1992 to over

` 100 Crores in 2013. He also launched one more daily newspaper (Gujrati Mid-Day) and a magazine (The

Brief) and two more editions of Mid-Day in Pune and Delhi. During this period, Mr. Ansari has also served

as President for South Asia for the International Newsmedia Marketing Association and on the Board of

the Indian Newspaper Society. He is widely respected among the newspaper and media fraternity for his

abilities as a sharp and successful professional.

The Company operates through its subsidiary viz. Next Radio Limited (“NRL”) which is into media and

broadcasting business. Considered as a pioneer in the privatization of FM in India, the Company’s radio

broadcasting arm, NRL became the first private broadcaster on All India Radio’s FM service under the

leadership of Mr. Ansari. He also successfully spearheaded NRL’s foray into the outdoor advertising space.

His outstanding efforts also fetched NRL a good chunk of capital infusion by the British Broadcasting

Corporation, U.K. Mr. Ansari has been the major force behind NRL’s rapid turnaround of its losses in the

recent years where NRL registered a profit of ` 6.73 Crores as at 31st March 2015 against loss of ` 6.26

Crores in the year 2013.

Presently, Mr. Ansari is evaluating investment and growth opportunities for the Company and putting into

place plans to initiate new businesses. He is spearheading the migration of NRL’s existing stations from

Phase II to Phase III. Mr. Ansari is also taking efforts towards the Company’s foray into Phase III where the

Ministry of Information & Broadcasting has approved auctions for licenses in more cities. The business of

the Company’s subsidiary viz. NRL has grown manifold and in these challenging times it is imperative that

the Company continues to function under the leadership and stewardship of Mr. Ansari.

e. Remuneration proposed:

` 6,000,000/- (Rupees Sixty Lacs Only) per annum.

f. Comparative Remuneration profile with respect to Industry, Size of the Company, Profile of

the position and person:

Mr. Tariq Ansari oversees the business of the Company’s subsidiaries on a day to day basis. He is also

responsible for exploring new business opportunities for the Company. Considering Mr. Ansari’s job

responsibilities, the duties performed by him, his rich experience and expertise, the size of the Company,

comparable remuneration of managerial personnel in similar industry and the industry in which it

operates, the Nomination & Remuneration Committee at its meeting held on 18th June 2015 approved

the re-appointment of Mr. Ansari as Whole-time Director of the Company designated as the Managing

Director for a period of three (3) years on remuneration of ` 60 Lacs per annum and recommended the

same to the Board for its approval. Based on the recommendation of the Nomination & Remuneration

Committee, the Board, at its meeting held on 18th June 2015, approved the appointment of Mr. Ansari as

set out in the resolution at Item No. 10 of the Notice.

g. Pecuniary Relationship, directly or indirectly with the Company or relationship with the

Managerial Personnel, if any:

Mr. Tariq Ansari - Managing Director is not related to any managerial personnel in the Company. He does not

have any pecuniary relationship, directly or indirectly with the Company or with any managerial personnel

besides the proposed remuneration as mentioned above except to the extent of his shareholding as a

Promoter in the Equity Share Capital of the Company.


143


III. OTHER INFORMATION :

(a) Reasons for loss/inadequate profits:

The Company operates through its subsidiary viz. Next Radio Limited (“NRL”) which is into media and

broadcasting business. Since the Company, on a standalone basis, has not earned any revenues, it has loss

of ` 4.71 Crores.

(b) Steps taken or proposed to be taken for improvement:

The Company is currently exploring new business opportunities and has formalized a business strategy.

(c) Expected increase in productivity and profits in measurable terms:

The Company expects to turnaround the existing loss and achieve a productivity of 10% in approximately

the next 2 years.

IV. DISCLOSURES : Disclosures required to be made pursuant to point IV of Part A of Section II of Part II of Schedule V to the Act

have been made in the Corporate Governance Report for the year ended 31st March 2015.

Approval for revision in the remuneration to Mr. Ansari is being sought in accordance with Section II of Part II of Schedule V to the Act which, inter alia, includes seeking approval from the shareholders by way of a Special Resolution for the payment of remuneration as set out above to the Whole-time Director.

Except for Mr. Tariq Ansari, no other Directors or Key Managerial Personnel of the Company or their relatives are directly or indirectly concerned or interested in the resolution at Item No. 9 of this Notice.

Your Directors commend the resolution at Item No. 9 for your approval as a Special Resolution.

Item No. 10:Mr. Tariq Ansari‘s term as the Whole-time Director of the Company designated as the Managing Director will expire on 30th June 2016.The Board of Directors (the “Board”) at its meeting held on 18th June 2015, has, on the recommendation of the Nominationand Remuneration Committee and subject to the approval of the Members and the Central Government,if required, re-appointed Mr. Ansari as the Whole time Director of the Company, designated as the Managing Director for a further period of three (3) years commencing from 1st July 2016. Since the term of Mr. Ansari may end prior to the convening of the Company’s Annual General Meeting for the financial year 2015-16, the Board recommends his re-appointment to the members for their approval at the forthcoming Annual General Meeting.

Mr. Tariq Ansari, aged 54 years, holds a degree in business administration from the University of Notre Dame in the United States.Mr. Ansari was appointed as the Managing Director of the Company in 1988 and since then has been re-appointed as the Chairman and Managing Director of the Company from time to time. He has over 25 years of experience in strategic planning and management in the media industry. Mr. Ansari reports to the Board of Directors of the Company.

The principal terms and conditions of Mr. Ansari’s appointment as the Managing Director are:

1. Term of Appointment : 3 years

2. Period : 1st July 2016 – 30th June 2019

3. Brief nature of duties :

(a) Mr. Ansari shall devote his whole time attention to the business of the Company and carry out such duties, as may be entrusted to him by the Board from time to time and exercise such powers as may be assigned to him, subject to superintendence, control and directions of the Board in connection with and in the best interests of the business of the Company its subsidiaries and associate companies.

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(b) He shall undertake to employ the best of the skill and ability to make his utmost endeavors to promote interests and welfare of the Company and to conform to and comply with the directions and regulations of the Company and all such directions as may be given to him by the Board from time to time.

4. Remuneration : Mr. Ansari shall be entitled to a remuneration of ` 6,000,000/- (Rupees Sixty Lacs Only) per annum.

5. Termination : This appointment may be terminated by either party by giving to the other party an advance notice of three months.

Except for Mr. Tariq Ansari, no other Directors or Key Managerial Personnel of the Company or their relatives are

directly or indirectly concerned or interested in the resolution at Item No. 10 of this Notice.

Your Directors commend the resolution at Item No. 10 for your approval as a Special Resolution.

By Order of the Board of Directors For Next Mediaworks Limited

Mandar Godbole

Company Secretary &

Manager – Legal Registered Office:156, D J Dadaji Road, Behind Everest Building, Tardeo, Mumbai - 400 034.

Place: Mumbai,Dated: 18th June 2015


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Notice

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Next Mediaworks LimitedCIN: L22100MH1981PLC024052

Regd. Office: 156, D.J Dadajee Road, Behind Everest Building, Tardeo, Mumbai- 400 034

Tel: +91 22 67527038 Fax: +91 22 67015757 Website: www.nextmediaworks.com

Email: [email protected]

Form No. MGT-11PROXY FORM

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

Name of the Member (s): __________________________________________________________________

Registered Address: ______________________________________________________________________

E-mail Id: ______________________________________________________________________________

Folio No/Client Id: ________________________________________________________________________

DP ID: __________________________________________________________________________________

I/We, being the member(s) of _______________________________________________shares of the above company, hereby appoint

1. Name: ___________________________Address:_____________________________________________

Email Id: _________________________Signature: ___________________________________________

2. Name: ___________________________Address:_____________________________________________


3. Name: ___________________________Address:_____________________________________________


As my/our proxy to attend and vote (on poll) for me/our behalf at the 34th Annual General Meeting of the Company, to be held on Thursday, August 6, 2015 at 4.00PM at Hall of Culture, Nehru Centre, Worli, Mumbai- 400 018 and at any adjournment thereof in respect of such resolution as are indicate below:

Sr, No Resolution Optional*

Ordinary Resolution For Against

1. Adoption of Standalone and Consolidated financial statement of the Company

for the year ended March 31, 2015

2. Re-Appointment of M/S Haribhakti & Co. LLP., Chartered Accountant a

Statutory Auditors and fix there remuneration thereof

Special Business

1. Approval for appointment of Mr. Narayan K. Varma (DIN: 00044796) as an

Independent Director.

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2. Approval for appointment of Mr. Adille J. Sumariwalla (DIN: 00045855) as an


3. Approval for appointment of Mrs. Monisha Shah (DIN: 00542228) as an


4. Approval for appointment of Mr. Rajbir Singh Bhandal (DIN: 01962971) as an


5. Approval for appointment of Mr. Dilip Cherian (DIN: 00322763) as an


6. Approval for appointment of Mr. I venkat (DIN: 00089679) as an Independent

Director.

7. Approval for revision in the remuneration of Mr. Tarique Ansari Chairman and

Managing Director for the period 1st April 2014 till the end of his tenure i.e.

upto 30th June 2016.

8. Approval for re-appointment of Mr. Tarique Ansari as the Chairman and

Managing Director of the Company for a period of 3 years effective from

1st July, 2016 to 30th June, 2019.

Signed this ____________________________day of____________________2015.

_______________________ _________________________

Signature of the Shareholder Signature of the proxy holder(s)

Note:

1. This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of

the Company addressed to the ‘Company Secretary’, not later than 48 hours before the commencement of

the meeting.

2. A person can act as proxy on behalf of the Members upto and not exceeding fifty and holding in the aggregate

not more than ten percent of the total share capital of the Company. Further, a member holding ten percent

of the total paidup share capital of the company carrying voting rights, may appoint a single person as proxy

and such person shall not act as proxy for any other person or Member.

*It is optional to put a in the appropriate column against the Resolution indicated in the Box. If you leave the ‘For’

or ‘Against. Column blank against any or all Resolutions, your proxy will be entitled to vote in the manner as he/she

thinks appropriate.

149


Next Mediaworks Limited (formerly Mid-Day Multimedia Limited)

Registered Office: 156, D.J Dadajee Road, Behind Everest Building, Tardeo Mumbai-400 034.

Tel No:022-67527038 Fax:022-67015701

CIN:L22100MH1981PLC024052

Website: www.nextmediaworks.com E-mail id: [email protected]

ATTENDANCE SLIPI hereby record my presence at the 34TH ANNUAL GENERAL MEETING of the Company held on Thursday, 06th August,

2015 at 04:00 p.m. Hall of Harmony, Nehru Centre, Dr. Annie Besant Road, Worli, Mumbai – 400 018.

Regd. Folio/DPID & Client ID

Name and address of the shareholder

Joint Holders

______________________________________________

Signature of the Shareholder or proxy

Note:

1. Sign this attendance slip and hand it over at the attendance verification counter at the entrance of meeting

hall.

2. Electronic copy of the Annual Report for the year ended 31st March, 2015 and Notice of the Annual General

Meeting (AGM) along with attendance slip and proxy form is being sent to all the members whose email address

is registered with the Company/ Depository Participant unless any member has requested for a hard copy of

the same. Members receiving electronic copy and attending the AGM can print copy of this Attendance slip.

3. Physical copy of the Annual Report for the year ended 31st March, 2015 and Notice of the AGM along with the

attendance slip and proxy form is sent in the permitted mode(s) to all members whose email is not registered

or have requested for a hard copy.

E-Voting Information

EVEN

(Electronic Voting Event Number)

User ID Password

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